Table of Contents

As filed with the U.S. Securities and Exchange Commission on July 6, 2021.

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Genesis Park Acquisition Corp.*

(Exact name of registrant as specified in its charter)

 

Cayman Islands*   6770   98-1550429
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer
Identification Number)

2000 Edwards Street, Suite B

Houston, TX 77007

(713) 489-4650

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

David Bilger

Genesis Park Acquisition Corp.

2000 Edwards Street, Suite B

Houston, TX 77007

(713) 489-4650

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

William H. Gump

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

 

Angela Olivarez

Jesse P. Myers

Willkie Farr & Gallagher LLP

600 Travis Street, Suite 2100

Houston, Texas 77002

(713) 510-1700

 

Robert M. Hayward, P.C.

Alexander M. Schwartz

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  


Table of Contents

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

TITLE OF EACH CLASS OF SECURITY BEING
REGISTERED
  AMOUNT BEING
REGISTERED(4)
  PROPOSED
MAXIMUM
OFFERING
PRICE PER
SECURITY (1)
  PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE (1)
  AMOUNT OF
REGISTRATION
FEE

New Redwire Common Stock(1)

  20,472,028   $10.315(5)   $211,168,968.82   $23,038.54(8)

New Redwire Common Stock(2)

  15,920,979   $11.50(6)     $183,091,258.50   $19,975.26(8)

Warrants to purchase New Redwire Common Stock(3)

  15,920,979     $2.334(7)     $37,159,564.99     $4,054.11(8)

Total

          $431,419,792.31   $47,067.91(8)

 

 

(1)

The number of shares of common stock of the registrant (“GPAC” and after the Domestication (as defined herein), “New Redwire”) being registered represents (i) 16,377,622 Class A ordinary shares issued in GPAC’s initial public offering, which will be converted by operation of law into shares of common stock of New Redwire (the “New Redwire Common Stock”) in the Domestication and (ii) 4,094,406 Class B ordinary shares held by Genesis Park Holdings (the “Sponsor”), which will be converted by operation of law into shares of New Redwire Common Stock in the Domestication.

(2)

Represents shares of New Redwire Common Stock to be issued upon the exercise of (i) 8,188,811 warrants to purchase Class A ordinary shares underlying units issued in GPAC’s initial public offering (“public warrants”), (ii) 5,732,168 warrants to purchase Class A ordinary shares that were issued in a private placement simultaneously with the closing of GPAC’s initial public offering (“private placement warrants”), of which 5,406,541 were issued to and are held by the Sponsor and 325,627 were issued to and are held by Jefferies LLC (“Jefferies”), in each case, after giving effect to the forfeiture by the Sponsor and Jefferies of 1,886,000 and 114,000 private placement warrants, respectively, in connection with the consummation of the business combination described herein (the “Business Combination”) and (iii) 2,000,000 warrants to purchase New Redwire Common Stock that are issuable to Redwire, LLC (“Holdings”) upon consummation of the Business Combination with such newly issued warrants to have terms identical to the private placement warrants (the “closing warrants,” and collectively with the public warrants and the private placement warrants, the “warrants”). All of the warrants will automatically be converted by operation of law into warrants to acquire shares of New Redwire Common Stock in the Domestication.

(3)

The number of warrants to acquire shares of New Redwire Common Stock being registered represents (i) 8,188,811 public warrants, (ii) 5,732,168 private placement warrants and (iii) 2,000,000 closing warrants.

(4)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(5)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of GPAC on the New York Stock Exchange (“NYSE”) on June 30, 2021 ($10.315 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(6)

Represents the exercise price of the warrants.

(7)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the GPAC public warrants on the NYSE on June 30, 2021 ($2.334 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(8)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

*

Immediately prior to the consummation of the Business Combination, GPAC intends to effect a deregistration and a transfer by way of continuation to Delaware pursuant to Sections 206 through 209 of Part XII of the Companies Act (as Revised) of the Cayman Islands and Section 388 of the Delaware General Corporation Law, pursuant to which GPAC’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Redwire Corporation” upon the consummation of the Domestication. As used herein, “New Redwire” refers to GPAC after giving effect to the Domestication.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The Registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus forms a part, is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION, DATED July 6, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF GENESIS PARK ACQUISITION CORP.

PROSPECTUS FOR

36,393,007 SHARES OF COMMON STOCK AND 15,920,979 WARRANTS OF GENESIS PARK ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE, WHICH WILL BE RENAMED REDWIRE CORPORATION IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN)

 

 

The board of directors of Genesis Park Acquisition Corp., a Cayman Islands exempted company (“GPAC”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated as of March 25, 2021 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among GPAC, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of GPAC (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (“Cosmos”), and Redwire, LLC, a Delaware limited liability company (“Holdings”), a copy of which is attached to this proxy statement/prospectus as Annex A, including the domestication of GPAC as a Delaware corporation (the “Domestication”). As described in this proxy statement/prospectus, GPAC’s shareholders are being asked to consider a vote upon, among other items, each of the Domestication and the Business Combination. As used in this proxy statement/prospectus, “New Redwire” refers to GPAC after giving effect to the consummation of the Domestication and the Business Combination.

In connection with the Domestication, on the Closing Date and prior to the First Effective Time (as defined below): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), and each issued and outstanding Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), of GPAC will be converted into one share of common stock, par value $0.0001 per share, of New Redwire (the “New Redwire Common Stock”); (ii) each issued and outstanding whole warrant to purchase Class A ordinary shares of GPAC will automatically represent the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the warrant agreement, dated November 23, 2020, between GPAC and Continental Stock Transfer & Trust Company, as warrant agent (as may be amended, supplemented or otherwise modified from time to time, the “GPAC Warrant Agreement”); (iii) the governing documents of GPAC will be amended and restated and will become the certificate of incorporation and the bylaws of New Redwire, copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively; and (iv) GPAC’s name will change to “Redwire Corporation.” In connection with clauses (i) and (ii) of this paragraph, each issued and outstanding unit of GPAC that has not been previously separated into the underlying Class A ordinary shares of GPAC and the underlying warrants of GPAC prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Redwire Common Stock and one-half of one warrant representing the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the GPAC Warrant Agreement.

At the closing of the Business Combination (the “Closing”), promptly following the consummation of the Domestication: (i) Merger Sub will merge with and into Cosmos (the “First Merger”), with Cosmos as the surviving company in the First Merger, and after giving effect to the First Merger, Cosmos will be a wholly-owned subsidiary of New Redwire (the time that the First Merger becomes effective being referred to as the “First Effective Time”) and (ii) immediately following the First Effective Time, Cosmos will merge with and into New Redwire (the “Second Merger” and together with the First Merger, the “Mergers”), with New Redwire as the surviving entity in the Second Merger. After giving effect to the Mergers, New Redwire will be the direct or indirect parent company for each of the direct and indirect subsidiaries of Cosmos prior to the Mergers.

In accordance with the terms and subject to the conditions of the Merger Agreement, at the First Effective Time, the common units of Cosmos issued and outstanding as of immediately prior to the First Effective Time (other


Table of Contents

than units held by Cosmos as treasury units or owned by GPAC, Merger Sub or Cosmos immediately prior to the First Effective Time (which units will be cancelled for no consideration as part of the First Merger)) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the merger consideration comprised of $75,000,000 in cash, 37,200,000 shares of New Redwire Common Stock and 2,000,000 warrants to purchase shares of New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement.

This prospectus covers 36,393,007 shares of New Redwire Common Stock and 15,920,979 warrants to acquire shares of New Redwire Common Stock of which (i) 34,393,007 shares of New Redwire Common Stock and 13,920,979 warrants to acquire shares of New Redwire Common Stock are to be issued or are issuable to the existing shareholders of GPAC in connection with the Domestication and the Business Combination and (ii) 2,000,000 warrants to acquire shares of New Redwire Common Stock are to be issued to Holdings in connection with the Business Combination and 2,000,000 shares of New Redwire Common Stock are underlying such warrants. The foregoing share and warrant amounts give effect to the surrender and forfeiture for no consideration by Genesis Park Holdings (the “Sponsor”) and Jefferies LLC (“Jefferies”) of an aggregate of 2,000,000 private placement warrants immediately prior to the Closing pursuant to the Forfeiture Agreement, dated as of March 25, 2021, by and among GPAC, the Sponsor, Jefferies, Holdings and Cosmos.

GPAC’s units, public shares and public warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “GPAC.U,” “GPAC” and “GPAC WS,” respectively. GPAC will apply for listing, to be effective at the time of the Business Combination, of New Redwire Common Stock and warrants on the NYSE under the proposed symbols “RDW” and “RDW WS,” respectively. It is a condition to the consummation of the Business Combination that the 37,200,000 shares of New Redwire Common Stock to be issued to Holdings at the Closing be approved for listing on the NYSE, subject to official notice of issuance, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless such NYSE condition set forth in the Merger Agreement is waived by the applicable parties.

 

 

The accompanying proxy statement/prospectus provides shareholders of GPAC with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of GPAC. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety.

When you consider the Business Combination and the other proposals presented to GPAC’s shareholders in the accompanying proxy statement/prospectus, you should keep in mind that the Sponsor and GPAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to (and which may conflict with), your interests as a shareholder in GPAC. See the section entitled “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

 

The accompanying proxy statement/prospectus is dated                , 2021, and

is first being mailed to GPAC’s shareholders on or about                , 2021.


Table of Contents

GENESIS PARK ACQUISITION CORP.

2000 Edwards Street

Suite B

Houston, Texas 77007

Dear Genesis Park Acquisition Corp. Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Genesis Park Acquisition Corp., a Cayman Islands exempted company (“GPAC”), at the offices of Willkie Farr & Gallagher LLP located at 787 Seventh Avenue, New York, New York 10019 and virtually via the Internet at                , Eastern Time, on                , 2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of GPAC directors, officers, employees and shareholders, GPAC shareholders are encouraged to attend the extraordinary general meeting virtually via the Internet. The GPAC extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/genesispark/sm2021, which is referred to in the accompanying proxy statement/prospectus as the GPAC meeting website, where GPAC shareholders will be able to listen to the meeting, submit questions and vote online.

As further described in the accompanying proxy statement/prospectus, in connection with the Domestication (as defined below), on the date of the closing of the Business Combination (as defined below) (the “Closing Date”) prior to the First Effective Time (as defined below), among other things, (i) GPAC will change its name to “Redwire Corporation,” (ii) all of the outstanding ordinary shares of GPAC will be converted into common stock of a new Delaware corporation and all of the outstanding GPAC warrants will be converted into warrants to purchase common stock of a new Delaware corporation and (iii) the governing documents of GPAC will be amended and restated. As used in the accompanying proxy statement/prospectus, “New Redwire” refers to GPAC after giving effect to the Domestication and the transactions contemplated by the Merger Agreement (as defined below) (collectively, the “Business Combination”).

At the extraordinary general meeting, GPAC shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Business Combination Proposal,” to approve and adopt the Agreement and Plan of Merger, dated as of March 25, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among GPAC, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of GPAC (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (“Cosmos”), and Redwire, LLC, a Delaware limited liability company (“Holdings”), and including the transactions contemplated thereby. A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Merger Agreement, the following transactions will occur on the Closing Date:

 

  (a)

Prior to the time at which the First Merger becomes effective (the “First Effective Time”), GPAC will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which GPAC will change its name to “Redwire Corporation” (“New Redwire”). For further details, see “Proposal No. 2—The Domestication Proposal.”

 

  (b)

Pursuant to the Forfeiture Agreement, dated as of March 25, 2021 (the “Warrant Forfeiture Agreement”), by and among GPAC, Genesis Park Holdings (the “Sponsor”), Jefferies LLC (“Jefferies”), Holdings and Cosmos, prior to the closing of the Business Combination (the “Closing”), the Sponsor and Jefferies will surrender and forfeit to GPAC for no consideration an aggregate of 2,000,000 private placement warrants, with such amount of warrants corresponding to the number of newly issued warrants to purchase shares of New Redwire Common Stock to be issued by New Redwire to Holdings at the Closing as part of the consideration in respect of the First Merger (as defined below).


Table of Contents
  (c)

At the First Effective Time, (i) Merger Sub will merge with and into Cosmos (the “First Merger”), with Cosmos as the surviving company in the First Merger and, after giving effect to such First Merger, Cosmos will be a wholly-owned subsidiary of New Redwire and (ii) the common units of Cosmos issued and outstanding as of immediately prior to the First Effective Time (other than units held by Cosmos as treasury units or owned by GPAC, Merger Sub or Cosmos immediately prior to the First Effective Time (which units will be cancelled for no consideration as part of the First Merger)) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the merger consideration comprised of $75,000,000 in cash, 37,200,000 shares of New Redwire Common Stock and 2,000,000 warrants to purchase shares of New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement.

 

  (d)

Immediately following the First Effective Time, Cosmos will merge with and into New Redwire (the “Second Merger” and together with the First Merger, the “Mergers”), with New Redwire as the surviving entity in the Second Merger. After giving effect to the Mergers, New Redwire will be the direct or indirect parent company for each of the direct and indirect subsidiaries of Cosmos prior to the Mergers.

In connection with the foregoing and concurrently with the execution of the Merger Agreement, GPAC entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors have agreed to subscribe for and purchase from GPAC, and GPAC has agreed to issue and sell to the PIPE Investors, following the Domestication, an aggregate of 10,000,000 shares of New Redwire Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”). The shares of New Redwire Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. GPAC will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

You will also be asked to consider and vote upon (a) a proposal to approve the Domestication, which is referred to herein as the “Domestication Proposal,” (b) a proposal to approve by special resolution the adoption and approval of the proposed new certificate of incorporation and bylaws, which is referred to herein as the “Charter Amendment Proposal,” (c) four separate proposals to approve material differences between GPAC’s existing amended and restated memorandum and articles of association (the “Existing Governing Documents”) and the proposed new certificate of incorporation of New Redwire and the proposed new bylaws of New Redwire upon the Domestication, copies of which are attached to the accompanying proxy statement/prospectus as Annexes C and D, respectively, and which are referred to herein collectively as the “Governing Documents Proposals,” (d) a proposal to approve, for purpose of complying with NYSE Listing Rule 312.03, the issuance of New Redwire Common Stock in connection with the Business Combination and the PIPE Financing, which is referred to herein as the “NYSE Proposal,” (e) a proposal to approve and adopt the Redwire Corporation 2021 Omnibus Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex J, which is referred to herein as the “Incentive Equity Plan Proposal,” (f) a proposal to approve and adopt the Redwire Corporation 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex K, which is referred to herein as the “Employee Stock Purchase Plan Proposal,” and (g) a proposal to adjourn the extraordinary general meeting to a later date or dates to the extent necessary, which is referred to herein as the “Adjournment Proposal.”

The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the NYSE Proposal and the Incentive Equity Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. The Governing Documents Proposals and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (a) to the extent necessary to ensure that any required supplement or amendment to the accompanying


Table of Contents

proxy statement/prospectus is provided to GPAC shareholders, (b) in order to solicit additional proxies from GPAC shareholders in favor of one or more of the proposals at the extraordinary general meeting or (c) if GPAC shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the trust account, together with the aggregate gross proceeds from the PIPE Financing, equal no less than $185,000,000 after deducting any amounts paid to GPAC shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing, including the Sponsor Agreement, the Subscription Agreements, the Voting and Support Agreements, the Investor Rights Agreement and the Warrant Forfeiture Agreement (each as defined in the accompanying proxy statement/prospectus). See “Business Combination Proposal—Related Agreements” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Existing Governing Documents, a holder of GPAC’s public shares (a “public shareholder”) may request that GPAC redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), GPAC’s transfer agent, directly and instruct Continental to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Redwire will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of GPAC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of                , 2021, this would have amounted to approximately $            per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Redwire Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of GPAC—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

Genesis Park Holdings (the “Sponsor”) and each of our officers and directors has, pursuant to the Sponsor Agreement, agreed, among other things, to vote all of their ordinary shares in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination, and the Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Additionally, each of Genesis Park II LP (“Genesis Park”) and certain funds managed by Crescent Park Management, L.P (“Crescent Park” and such funds, the “Crescent Park Funds”) has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and


Table of Contents

not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor, Genesis Park, the Crescent Park Funds and our officers and directors collectively own approximately 38.0% of the issued and outstanding ordinary shares of GPAC. For more information related to the Sponsor Agreement and the Voting and Support Agreements, please see “Business Combination Proposal—Related Agreements—Sponsor Agreement” and “ —Voting and Support Agreements” in the accompanying proxy statement/prospectus.

The Merger Agreement is subject to the satisfaction or waiver of certain closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. In addition, in no event will GPAC redeem public shares in an amount that would cause New Redwire’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the Business Combination and the PIPE Financing.

GPAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to GPAC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by GPAC’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of GPAC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of GPAC has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to GPAC’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of GPAC, you should keep in mind that GPAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to (and which may conflict with), your interests as a shareholder in GPAC. See the section entitled “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and who vote on such matter. The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires (or will be sought as) an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Governing Documents


Table of Contents

Proposals and Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GPAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of GPAC’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,
David N. Siegel
Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                 , 2021 and is first being mailed to shareholders on or about                 , 2021.


Table of Contents

GENESIS PARK ACQUISITION CORP.

2000 Edwards Street

Suite B

Houston, Texas 77007

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON                 , 2021

TO THE SHAREHOLDERS OF GENESIS PARK ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “extraordinary general meeting”) of Genesis Park Acquisition Corp., a Cayman Islands exempted company (“GPAC”), will be held at the offices of Willkie Farr & Gallagher LLP located at 787 Seventh Avenue, New York, New York 10019 and virtually via the Internet at                , Eastern Time, on                , 2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of GPAC directors, officers, employees and shareholders, GPAC shareholders are encouraged to attend the extraordinary general meeting virtually via the Internet. The GPAC extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/genesispark/sm2021, which is referred to in the accompanying proxy statement/prospectus as the GPAC meeting website, where GPAC shareholders will be able to listen to the meeting, submit questions and vote online. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

 

   

Proposal No. 1—The Business Combination Proposal—RESOLVED, as an ordinary resolution, that (a) GPAC’s entry into the Agreement and Plan of Merger, dated as of March 25, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among GPAC, Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of GPAC (“Merger Sub”), Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings (“Cosmos”), and Redwire, LLC, a Delaware limited liability company (“Holdings”), a copy of which is attached to this proxy statement/prospectus as Annex A, pursuant to which, among other things, following the de-registration of GPAC as an exempted company in the Cayman Islands and the continuation and domestication of GPAC as a corporation in the State of Delaware with the name “Redwire Corporation” (i) Merger Sub will merge with and into Cosmos (the “First Merger”), with Cosmos as the surviving company in the First Merger and, after giving effect to such First Merger, Cosmos will be a wholly owned subsidiary of GPAC (the time that the First Merger becomes effective being referred to as the “First Effective Time”), (ii) the common units of Cosmos issued and outstanding as of immediately prior to the First Effective Time (other than units held by Cosmos as treasury units or owned by GPAC, Merger Sub or Cosmos immediately prior to the First Effective Time (which units will be cancelled for no consideration as part of the First Merger)) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the merger consideration comprised of $75,000,000 in cash, 37,200,000 shares of common stock, par value $0.0001 per share, of New Redwire (the “New Redwire Common Stock”) and 2,000,000 warrants to purchase shares of New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement and (iii) immediately following the First Effective Time, Cosmos will merge with and into New Redwire (the “Second Merger” and together with the First Merger, the “Mergers”), with New Redwire as the surviving company in the Second Merger and the direct or indirect parent company of each of the direct and indirect subsidiaries of Cosmos prior to the Mergers and (b) certain related agreements executed at the same time as the Merger Agreement (including the Sponsor Agreement in the form attached to the proxy statement/prospectus as Annex E, the Subscription Agreements in the form attached to the proxy statement/prospectus as Annex F, the Voting and Support Agreements in the forms attached to the proxy statement/prospectus as Annex G, the Investor Rights Agreement in the form attached to the proxy statement/prospectus as Annex H and the Warrant Forfeiture Agreement in the form attached to the proxy/prospectus as Annex I) and the transactions contemplated thereby, in each case be approved, ratified and confirmed in all respects.


Table of Contents
   

Proposal No. 2—The Domestication Proposal—RESOLVED, as a special resolution, that GPAC be transferred by way of continuation to Delaware pursuant to Sections 206 through 209 of Part XII of the Companies Act (as Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware (“DGCL”) and, immediately upon being de-registered in the Cayman Islands, GPAC be continued and domesticated as a corporation under the laws of the State of Delaware (the “Domestication” and collectively with the Mergers and the other transactions contemplated by the Merger Agreement, including the PIPE Financing (as defined below), the “Business Combination”) and, conditioned upon, and with effect from, the registration of GPAC as a corporation in the State of Delaware, the name of GPAC be changed from “Genesis Park Acquisition Corp.” to “Redwire Corporation” be approved.

 

   

Proposal No. 3—Charter Amendment ProposalRESOLVED, as a special resolution, that the existing amended and restated memorandum and articles of association of GPAC (together, the “Existing Governing Documents”) be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Certificate of Incorporation”) and the proposed new bylaws, a copy of which is attached to the proxy statement/prospectus as Annex D (the “Proposed Bylaws” and together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”) of “Redwire Corporation” upon the Domestication, be approved as the certificate of incorporation and bylaws, respectively, of Redwire Corporation, effective upon the effectiveness of the Domestication.

 

   

Governing Documents Proposals—to consider and vote upon the following four separate non-binding, advisory resolutions to approve certain features of the Proposed Certificate of Incorporation and Proposed Bylaws, each of which is proposed as an ordinary resolution (such proposals, collectively, the “Governing Documents Proposals”):

 

   

Proposal No. 4—Governing Documents Proposal A—RESOLVED, as a non-binding, advisory resolution, that the change in the authorized share capital of GPAC from (i) US$25,200 divided into 230,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 2,000,000 preference shares, par value $0.0001 per share, to (ii) 500,000,000 shares of common stock, par value $0.0001 per share, of New Redwire (the “New Redwire Common Stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share, of New Redwire (the “New Redwire Preferred Stock”), be approved.

 

   

Proposal No. 5—Governing Documents Proposal B—RESOLVED, as a non-binding, advisory resolution, that the authorization to the board of directors of New Redwire to issue all or any shares of New Redwire Preferred Stock in one or more series and to fix for each such series such voting powers, designations, preferences and rights and such qualifications, limitations or restrictions thereof, as may be determined by the New Redwire Board and as may be permitted by the DGCL be approved.

 

   

Proposal No. 6—Governing Documents Proposal C—RESOLVED, as a non-binding, advisory resolution, that the removal of the ability of New Redwire stockholders to take action by written consent in lieu of a meeting from and after the time that Holdings and its permitted transferees no longer beneficially own a majority of the voting power of the then-outstanding shares of capital stock of New Redwire be approved.

 

   

Proposal No. 7—Governing Documents Proposal D—RESOLVED, as a non-binding, advisory resolution, that the amendment and restatement of the Existing Governing Documents be approved and that all other changes necessary or, as mutually agreed in good faith by GPAC, Holdings and Cosmos, desirable in connection with the replacement of the Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the post-Business Combination corporate name from “Genesis Park Acquisition Corp.” to “Redwire Corporation” (which is expected to occur upon the consummation of the Domestication), (ii) adopting the DGCL default


Table of Contents
 

rule of perpetual existence for New Redwire; (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended, (iv) electing to not be governed by Section 203 of the DGCL and limit certain corporate takeovers by interested stockholders and (v) removing certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination be approved.

 

   

Proposal No. 8—The NYSE Proposal—RESOLVED, as an ordinary resolution, that for purposes of complying with the applicable provisions of New York Stock Exchange (the “NYSE”) Listing Rule 312.03, the issuance of (i) 37,200,000 shares of New Redwire Common Stock to Holdings in the Business Combination and (ii) an aggregate of 10,000,000 shares of New Redwire Common Stock at a price of $10.00 per share pursuant to the Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”) be approved.

 

   

Proposal No. 9—The Incentive Equity Plan Proposal—RESOLVED, as an ordinary resolution, that the Redwire Corporation 2021 Omnibus Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved.

 

   

Proposal No. 10—The Employee Stock Purchase Plan Proposal—RESOLVED, as an ordinary resolution, that the Redwire Corporation 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex K, be adopted and approved.

 

   

Proposal No. 11—The Adjournment Proposal—RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (a) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to GPAC shareholders, (b) in order to solicit additional proxies from GPAC shareholders in favor of one or more of the proposals at the extraordinary general meeting or (c) if GPAC shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the trust account, together with the aggregate gross proceeds from the PIPE Financing, equal no less than $185,000,000 after deducting any amounts paid to GPAC shareholders that exercise their redemption rights in connection with the Business Combination would not be satisfied, at the extraordinary general meeting be approved.

Each of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the NYSE Proposal and the Incentive Equity Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Governing Documents Proposals and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on                 , 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus and accompanying proxy card are being provided to GPAC’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of GPAC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of the accompanying proxy statement/prospectus.


Table of Contents

After careful consideration, the board of directors of GPAC has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Mergers, and “FOR” all other proposals presented to GPAC’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of GPAC, you should keep in mind that GPAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to (and which may conflict with), your interests as a shareholder in GPAC. See the section entitled “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request that New Redwire redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if:

 

  (a)

you (i) hold public shares or (ii) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

 

  (b)

you submit a written request to Continental Stock Transfer & Trust Company (“Continental”), GPAC’s transfer agent, in which you (i) request that New Redwire redeem all or a portion of your public shares for cash and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (c)

you deliver your public shares to Continental physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m. Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Redwire will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of GPAC’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of                 , 2021, this would have amounted to approximately $             per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Redwire Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of GPAC—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares,


Table of Contents

then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

Genesis Park Holdings (the “Sponsor”) and each of our officers and directors has, pursuant to the Sponsor Agreement, agreed, among other things, to vote all of their ordinary shares in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination, and the Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Additionally, each of Genesis Park II LP (“Genesis Park”) and certain funds managed by Crescent Park Management, L.P (“Crescent Park” and such funds, the “Crescent Park Funds”) has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor, Genesis Park, the Crescent Park Funds and our officers and directors collectively own approximately 38.0% of the issued and outstanding ordinary shares of GPAC. For more information related to the Sponsor Agreement and the Voting and Support Agreements, please see “Business Combination Proposal—Related Agreements—Sponsor Agreement” and “—Voting and Support Agreements” in the accompanying proxy statement/prospectus.

The Merger Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. In addition, in no event will GPAC redeem public shares in an amount that would cause New Redwire’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to Business Combination and the PIPE Financing.

The approval of each of the Domestication Proposal and the Charter Amendment Proposal requires a special resolution under Cayman Islands law being the affirmative vote of holders of at least two-thirds of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and who vote on such matter. The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires (or will be sought as) an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of at least a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Governing Documents Proposals and Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.


Table of Contents

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing GNPK.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Genesis Park Acquisition Corp.

David N. Siegel

Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO GPAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.


Table of Contents

TABLE OF CONTENTS

 

     Page  

ADDITIONAL INFORMATION

     ii  

TRADEMARKS

     ii  

SELECTED DEFINITIONS

     iii  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     vii  

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF GPAC

     x  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     1  

SUMMARY UNAUDITED AND HISTORICAL PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     29  

COMPARATIVE PER SHARE DATA

     31  

RISK FACTORS

     33  

EXTRAORDINARY GENERAL MEETING OF GPAC

     89  

BUSINESS COMBINATION PROPOSAL

     96  

DOMESTICATION PROPOSAL

     140  

CHARTER AMENDMENT PROPOSAL

     143  

GOVERNING DOCUMENTS PROPOSALS

     144  

NYSE PROPOSAL

     158  

INCENTIVE EQUITY PLAN PROPOSAL

     160  

EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

     169  

ADJOURNMENT PROPOSAL

     174  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     175  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     189  

INFORMATION ABOUT GPAC

     203  

GPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     222  

INFORMATION ABOUT REDWIRE

     227  

REDWIRE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     243  

MANAGEMENT FOLLOWING THE BUSINESS COMBINATION

     268  

EXECUTIVE COMPENSATION

     275  

DIRECTOR COMPENSATION

     280  

BENEFICIAL OWNERSHIP OF SECURITIES

     281  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     285  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     289  

DESCRIPTION OF NEW REDWIRE SECURITIES

     292  

SECURITIES ACT RESTRICTIONS ON RESALE OF NEW REDWIRE COMMON STOCK

     306  

STOCKHOLDER PROPOSALS AND NOMINATIONS

     307  

SHAREHOLDER COMMUNICATIONS

     308  

LEGAL MATTERS

     309  

EXPERTS

     310  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     311  

ENFORCEABILITY OF CIVIL LIABILITY

     312  

TRANSFER AGENT AND REGISTRAR

     313  

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

     314  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEXES

  

Annex A—Merger Agreement

     A-1  

Annex B—Existing Governing Documents

     B-1  

Annex C—Form of Proposed Certificate of Formation

     C-1  

Annex D—Form of Proposed Bylaws

     D-1  

Annex E—Sponsor Agreement

     E-1  

Annex F—Form of Subscription Agreement

     F-1  

Annex G—Forms of Voting and Support Agreements

     G-1  

Annex H—Investor Rights Agreement

     H-1  

Annex I—Warrant Forfeiture Agreement

     I-1  

Annex J—Form of Redwire Corporation 2021 Omnibus Equity Incentive Plan

     J-1  

Annex K—Form of Redwire Corporation 2021 Employee Stock Purchase Plan

     K-1  

 

i


Table of Contents

ADDITIONAL INFORMATION

You may request copies of the accompanying proxy statement/prospectus and any other publicly available information concerning GPAC, without charge, by written request to Genesis Park Acquisition Corp., 2000 Edwards Street, Suite B, Houston, Texas 77007, or by telephone request at (713) 489-4650; or Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing GNPK.info@investor.morrowsodali.com or from the SEC through the SEC website at www.sec.gov.

In order for GPAC’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of GPAC shareholders to be held on                 , 2021, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by                , 2021.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

ii


Table of Contents

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

   

Adams Street Credit Agreement” are to that certain Credit Agreement, dated as of October 28, 2020, by and among Cosmos Acquisition, LLC, Cosmos Finance, LLC, Adams Street Credit Advisors LP, as the administrative agent and collateral agent thereunder, and each other party named therein, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time;

 

   

Business Combination” are to the Domestication, the Mergers and the other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing;

 

   

Cayman Islands Companies Act” are to the Companies Act (as Revised) of the Cayman Islands;

 

   

Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of GPAC prior to the Domestication, which have been authorized pursuant to the Existing Governing Documents and which will automatically convert, on a one-for-one basis, into shares of New Redwire Common Stock in connection with the Domestication;

 

   

Class B ordinary shares” or “founder shares” are to the 4,094,406 Class B ordinary shares, par value $0.0001 per share, of GPAC outstanding as of the date of this proxy statement/prospectus that were issued to the Sponsor in a private placement prior to our initial public offering, and, in connection with the Domestication, will automatically convert, on a one-for-one basis, into shares of New Redwire Common Stock;

 

   

Closing” are to the closing of the Business Combination;

 

   

Closing Date” are to that date that is in no event later than the third (3rd) business day following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described under the section entitled “Business Combination Proposal—Conditions to Closing of the Business Combination” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions), or at such other date as GPAC, Holdings and Cosmos may agree in writing;

 

   

Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the NYSE Proposal and the Incentive Equity Plan Proposal, collectively;

 

   

Continental” are to Continental Stock Transfer & Trust Company, GPAC’s transfer agent;

 

   

Cosmos” are to Cosmos Intermediate, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Holdings;

 

   

COVID-19” or the “COVID-19 pandemic” are to SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks;

 

   

Crescent Park Funds” are to certain funds managed by Crescent Park Management, L.P.;

 

   

Domestication” are to the transfer by way of continuation and deregistration of GPAC from the Cayman Islands and the continuation and domestication of GPAC as a corporation incorporated in the State of Delaware;

 

   

Employee Stock Purchase Plan” or “ESPP” are to the Redwire Corporation 2021 Employee Stock Purchase Plan to be considered for adoption and approval by GPAC shareholders pursuant to the Employee Stock Purchase Plan Proposal;

 

   

Existing Governing Documents” are to the Amended and Restated Memorandum and Articles of Association of GPAC;

 

iii


Table of Contents
   

extraordinary general meeting” are to the extraordinary general meeting of GPAC to be held at the offices of Willkie Farr & Gallagher LLP located at 787 Seventh Avenue, New York, New York 10019 and virtually via the Internet by visiting https://www.cstproxy.com/genesispark/sm2021, at                , Eastern Time, on                , 2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

 

   

First Effective Time” are to the time at which the First Merger becomes effective;

 

   

First Merger” are to the merger of Merger Sub with and into Cosmos, with Cosmos surviving the first merger as a wholly owned subsidiary of GPAC;

 

   

Genesis Park” are to Genesis Park II, L.P.;

 

   

GPAC,” “we,” “us” or “our” are to Genesis Park Acquisition Corp., a Cayman Islands exempted company, prior to the consummation of the Domestication;

 

   

GPAC Advisory Committee” are to the advisory committee of GPAC;

 

   

GPAC Board” are to the board of directors of GPAC;

 

   

Holdings” are to Redwire, LLC, a Delaware limited liability company;

 

   

Incentive Equity Plan” are to the Redwire Corporation 2021 Omnibus Equity Incentive Plan to be considered for adoption and approval by GPAC shareholders pursuant to the Incentive Equity Plan Proposal;

 

   

initial public offering” are to GPAC’s initial public offering that was consummated on November 27, 2020;

 

   

Insiders” are to Paul W. Hobby, Jonathan E. Baliff, David Bilger, David N. Siegel, Thomas Dan Friedkin, Andrea Fischer Newman, Richard H. Anderson and Wayne Gilbert West;

 

   

Investor Rights Agreement” are to the Investor Rights Agreement, dated as of March 25, 2021, by and among Genesis Park, the Sponsor, GPAC, Holdings and Jefferies, pursuant to which the parties have set forth, among other things, their agreements with respect to certain governance matters, registration rights and lock-up periods from and after the closing of the Business Combination;

 

   

Jefferies” are to Jefferies LLC;

 

   

Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of March 25, 2021, by and among GPAC, Merger Sub, Cosmos and Holdings, a copy of which is attached to this proxy statement/prospectus as Annex A;

 

   

Merger Sub” are to Shepard Merger Sub Corporation, a Delaware corporation and direct, wholly-owned subsidiary of GPAC prior to the Business Combination;

 

   

Mergers” are to the First Merger and the Second Merger;

 

   

Minimum Available Closing Cash” are to (x) all amounts in the trust account (after reduction for the aggregate amount of payments to GPAC shareholders that exercise their redemption rights in connection with the Business Combination), plus (y) the aggregate amount of cash that has been funded to and remains with GPAC pursuant to the Subscription Agreements as of immediately prior to the Closing;

 

   

Minimum Available Closing Cash Condition” are to the condition that the Minimum Available Closing Cash be greater than or equal to $185,000,000;

 

   

New Redwire” are to Redwire Corporation (f.k.a. Genesis Park Acquisition Corp.) upon and after the Domestication;

 

   

New Redwire Board” are to the board of directors of New Redwire;

 

   

New Redwire Common Stock” are to the shares of common stock, par value $0.0001 per share, of New Redwire;

 

iv


Table of Contents
   

New Redwire Preferred Stock” are to the shares of preferred stock, par value $0.0001 per share, of New Redwire;

 

   

NYSE” are to the New York Stock Exchange;

 

   

ordinary shares” are to GPAC’s Class A ordinary shares and Class B ordinary shares;

 

   

Other Acquisitions” are to, collectively, the acquisitions of Deep Space Systems, Inc., LoadPath, LLC and Oakman Aerospace, Inc. by Cosmos Acquisition, LLC;

 

   

PIPE Financing” are to the transactions contemplated by the Subscription Agreements pursuant to which the PIPE Investors have agreed to subscribe for and purchase from GPAC, and GPAC has agreed to issue and sell to the PIPE Investors, following the Domestication and substantially concurrent with the Closing, an aggregate of 10,000,000 shares of New Redwire Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $100,000,000;

 

   

PIPE Investors” are to the investors participating in the PIPE Financing, collectively;

 

   

private placement warrants” are to the 7,732,168 warrants to purchase Class A ordinary shares outstanding as of the date of this proxy statement/prospectus that were issued in a private placement simultaneously with the closing of GPAC’s initial public offering, of which (i) 7,292,541 were issued to and are held by the Sponsor and 439,627 were issued to and are held by Jefferies and (ii) 1,886,000 and 114,000 are subject to forfeiture by the Sponsor and Jefferies, respectively, in each case pursuant to the Warrant Forfeiture Agreement, and which are substantially identical to the public warrants sold as part of the units in the initial public offering, subject to certain limited exceptions;

 

   

pro forma” are to giving pro forma effect to the Business Combination, including the Mergers and the PIPE Financing;

 

   

Proposed Bylaws” are to the proposed bylaws of New Redwire to be effective upon the Domestication, a copy of which is attached to this proxy statement/prospectus as Annex D;

 

   

Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Redwire to be effective upon the Domestication, a copy of which is attached to this proxy statement/prospectus as Annex C;

 

   

Proposed Governing Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

   

public shareholders” are to holders of public shares, whether acquired in GPAC’s initial public offering or acquired in the secondary market;

 

   

public shares” are to the currently outstanding 16,377,622 Class A ordinary shares of GPAC, whether acquired in GPAC’s initial public offering or acquired in the secondary market;

 

   

public warrants” are to the currently outstanding 8,188,811 redeemable warrants to purchase Class A ordinary shares of GPAC that were issued by GPAC in its initial public offering and which will be exercisable for shares of New Redwire Common Stock after the Closing;

 

   

redemption” are to each redemption of public shares for cash pursuant to the Existing Governing Documents;

 

   

Redwire” are to, collectively, Cosmos and its direct and indirect subsidiaries, including the Redwire Subsidiaries, unless the context otherwise requires;

 

   

Redwire Subsidiaries” are to, collectively, (i) Cosmos Finance, LLC, a Delaware limited liability company, which will be renamed Redwire Intermediate Holdings, LLC as soon as practicable after the Second Effective Time, (ii) Cosmos Acquisition, LLC, a Delaware limited liability company, which will be renamed Redwire Holdings, LLC as soon as practicable after the Second Effective Time, (iii) Deployable Space Systems Inc., a California corporation, (iv) Deep Space Systems, Inc., a Delaware corporation, (v) Adcole Space, LLC, a Delaware limited liability company, (vi) In Space Group Inc., a Delaware corporation, (vii) Roccor, LLC, a Colorado limited liability company, (viii) Loadpath, LLC, a New Mexico limited liability company, (ix) Oakman Aerospace, LLC, a

 

v


Table of Contents
 

Colorado limited liability company, (x) Redwire Space, Inc., a Delaware corporation, (xi) Made In Space Europe, LLC, a Delaware limited liability company, and (xii) Made In Space Europe S.a.r.l., a Luxembourg société à responsabilité limitée;

 

   

SEC” are to the U.S. Securities and Exchange Commission;

 

   

Second Effective Time” are to the time at which the Second Merger becomes effective;

 

   

Second Merger” are to the merger of Cosmos with and into GPAC, with GPAC surviving as the direct or indirect parent company of each of the Redwire Subsidiaries;

 

   

Securities Act” are to the Securities Act of 1933, as amended;

 

   

Sponsor” are to Genesis Park Holdings, a Cayman Islands exempted limited liability company;

 

   

Sponsor Agreement” are to the Amended and Restated Sponsor Agreement, dated as of March 25, 2021, entered into by GPAC, the Sponsor and the Insiders, which amends and restates that certain letter agreement, dated November 23, 2020, entered into by GPAC, the Sponsor and the Insiders in connection with GPAC’s initial public offering;

 

   

Subscription Agreements” are to, collectively, the subscription agreements entered into by GPAC and each of the PIPE Investors in connection with the PIPE Financing;

 

   

SVB Loan Agreement” are to that certain Credit Agreement, dated as of October 28, 2020, by and among Cosmos, Silicon Valley Bank, Stifel Bank and Western Alliance, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time;

 

   

SVB Payoff Amount” are to any and all amounts necessary to discharge all outstanding obligations of Cosmos and its direct and indirect subsidiaries under the SVB Loan Agreement as set forth in the payoff letter with respect to all such amounts, which payoff letter will be delivered to GPAC at least two business days prior to the Closing as set forth in the Merger Agreement;

 

   

transfer agent” are to Continental, GPAC’s transfer agent;

 

   

trust account” are to the trust account established at the consummation of GPAC’s initial public offering that holds the proceeds of GPAC’s initial public offering and sale of the private placement warrants, which account is maintained by Continental, acting as trustee;

 

   

units” are to the units of GPAC, each unit representing one Class A ordinary share and one-half of one warrant to acquire one Class A ordinary share, that were offered and sold by GPAC in its initial public offering;

 

   

Voting and Support Agreement” are to, collectively, the Voting and Support Agreements, dated as of March 25, 2021, entered into by each of Genesis Park and the Crescent Park Funds with Cosmos and Holdings, pursuant to which Genesis Park and the Crescent Park Funds have agreed, among other things, to vote all of their ordinary shares in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting;

 

   

warrants” are to the public warrants and the private placement warrants; and

 

   

Warrant Forfeiture Agreement” are to the Forfeiture Agreement, dated as of March 25, 2021, by and among GPAC, the Sponsor, Jefferies, Holdings and Cosmos, pursuant to which the Sponsor and Jefferies will surrender and forfeit to GPAC for no consideration an aggregate of 2,000,000 private placement warrants in connection with the closing of the Business Combination.

 

vi


Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Redwire has been provided by Redwire and its respective management, and forward-looking statements include statements relating to our and its respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The following factors, among others, could cause actual results and events to differ materially from those set forth or contemplated in the forward-looking statements:

 

   

Redwire’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter;

 

   

Redwire’s projections of future financial results are based on a number of assumptions by Redwire’s management, some or all of which may prove to be incorrect, and actual results may differ materially and adversely from such projections;

 

   

if Redwire is unable to successfully integrate its recently completed and future acquisitions or successfully select, execute or integrate future acquisitions into the business, Redwire’s operations and financial condition could be materially and adversely affected;

 

   

the market for in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential that GPAC and Redwire expect or may grow more slowly than expected;

 

   

Redwire may not be able to convert its orders in backlog into revenue;

 

   

if Redwire fails to adequately protect its intellectual property rights, its competitive position could be impaired and its intellectual property applications for registration may not issue or be registered, which could have a material adverse effect on Redwire’s ability to prevent others from commercially exploiting projects similar to Redwire’s;

 

   

protecting and defending against intellectual property claims could have a material adverse effect on Redwire’s business;

 

   

Redwire’s business is subject to a wide variety of extensive and evolving government laws and regulations, and failure to comply with such laws and regulations could have a material adverse effect on Redwire’s business;

 

   

Redwire has government customers, which subjects Redwire to risks including early termination, audits, investigations, sanctions and penalties;

 

   

data breaches or incidents involving Redwire’s technology could damage its business, reputation and brand and substantially harm its business and results of operations;

 

   

Redwire is highly dependent on its senior management team and other highly skilled personnel, and if it is not successful in attracting or retaining highly qualified personnel, it may not be able to successfully implement its business strategy;

 

   

Redwire’s operating results may fluctuate significantly, which makes its future operating results difficult to predict and could cause its operating results to fall below expectations or any guidance that Redwire may provide;

 

vii


Table of Contents
   

Redwire will incur significant expenses and capital expenditures in the future to execute its business plan and it may be unable to adequately control its expenses;

 

   

Redwire’s ability to successfully implement its business plan will depend on a number of factors outside of its control;

 

   

Redwire’s management has limited experience in operating a public company;

 

   

Redwire may not be able to successfully develop its technology and services;

 

   

competition with existing or new companies could cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share;

 

   

the current pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, may continue to disrupt and adversely affect Redwire’s business;

 

   

adverse publicity stemming from any incident involving Redwire or its competitors could have a material adverse effect on Redwire’s business, financial condition and results of operations;

 

   

Redwire may not be able to adapt to and satisfy customer demands in a timely and cost-effective manner;

 

   

Redwire may not be able to respond to commercial industry cycles in terms of cost structure, manufacturing capacity, and/or personnel needs;

 

   

any delays in the development, design, engineering and manufacturing of Redwire’s products and services may adversely affect Redwire’s business, financial condition and results of operations;

 

   

Redwire may be adversely affected by other economic, business, and/or competitive factors;

 

   

events, changes or other circumstances, many of which are beyond the control of GPAC and Redwire, could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;

 

   

any legal proceedings that may be instituted against GPAC, Redwire, New Redwire or others following the announcement of the Business Combination and any definitive agreements with respect thereto could affect the ability of the parties to complete the Business Combination in a timely manner, or at all, and could adversely affect the business, financial condition and results of operations of New Redwire following the consummation of the Business Combination;

 

   

the consummation of the Business Combination is subject to a number of conditions, many of which are beyond the control of GPAC and Redwire, including the approval of the shareholders of GPAC;

 

   

the restatement of GPAC’s financial statements in May 2021 has subjected GPAC to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings;

 

   

each of GPAC and Redwire has identified material weaknesses in its internal control over financial reporting that, if not remediated, may not allow GPAC and, following the closing of the Business Combination, New Redwire, to report its financial condition or results of operations accurately or timely;

 

   

changes to the proposed structure of the Business Combination could be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

 

   

GPAC and, following the closing of the Business Combination, New Redwire, may be unable to meet stock exchange listing standards;

 

   

the announcement, pendency and consummation of the Business Combination could disrupt the current plans and operations of Redwire;

 

viii


Table of Contents
   

the benefits of the Business Combination may not be realized to the extent currently anticipated by GPAC and Redwire, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of New Redwire to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

 

   

the costs related to the Business Combination could be significantly higher than currently anticipated;

 

   

changes in applicable laws or regulations could impact the ability of the parties to consummate the Business Combination in a timely manner or at all;

 

   

substantial future sales or other issuances of our common stock could depress the market for our common stock; and

 

   

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or Redwire. There can be no assurance that future developments affecting us and/or Redwire will be those that we and/or Redwire have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of Redwire) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor Redwire undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the extraordinary general meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect GPAC and/or Redwire.

 

ix


Table of Contents

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF GPAC

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to GPAC’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at the offices of Willkie Farr & Gallagher LLP located at 787 Seventh Avenue, New York, New York 10019 and virtually via the Internet by visiting https://www.cstproxy.com/genesispark/sm2021, at                , Eastern Time, on                , 2021.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

GPAC shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Merger Agreement, among other things, (i), on the Closing Date prior to the First Effective Time, GPAC will be renamed “Redwire Corporation” and (ii) at the First Effective Time, all units of Cosmos outstanding as of immediately prior to the First Effective Time (other than units held by Cosmos as treasury units or owned by GPAC, Merger Sub or Cosmos immediately prior to the First Effective Time (which units will be cancelled for no consideration as part of the First Merger)) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the merger consideration comprised of $75,000,000 in cash, 37,200,000 shares of New Redwire Common Stock and 2,000,000 warrants to purchase New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement. See “Business Combination Proposal.”

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read the Merger Agreement in its entirety. This proxy statement/prospectus includes descriptions of the Merger Agreement and particular provisions therein. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement.

The approval of each of the Domestication Proposal and the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter. The approval of each of the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal requires (or will be sought as) an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of at least a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

In connection with the Domestication, on the Closing Date prior to the First Effective Time, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of GPAC will convert automatically by operation of law, on a one-for-one basis, into shares of New Redwire Common Stock; (ii) each issued and outstanding warrant to purchase Class A ordinary shares of GPAC will automatically represent the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share of New Redwire Common Stock on the terms and conditions set forth in the GPAC Warrant Agreement; and (iii) each issued and outstanding unit of GPAC that has not been previously separated into the underlying Class A ordinary share of GPAC and underlying GPAC warrant upon the request of the holder thereof prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Redwire Common Stock and one-half of one warrant representing the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the GPAC Warrant Agreement. See “Domestication Proposal.”

 

x


Table of Contents

The provisions of the Proposed Governing Documents will differ in certain material respects from the Existing Governing Documents. Please see “What amendments will be made to the current constitutional documents of GPAC?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q:

What proposals are shareholders of GPAC being asked to vote upon?

 

A:

At the extraordinary general meeting, GPAC is asking holders of its ordinary shares to consider and vote upon eleven (11) separate proposals:

 

   

a proposal to approve and adopt by ordinary resolution the Merger Agreement, including the Mergers, and the transactions contemplated thereby;

 

   

a proposal to approve by special resolution the Domestication;

 

   

a proposal to approve by special resolution that the Existing Governing Documents be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and the Proposed Bylaws (the “Charter Amendment Proposal”);

 

   

the following four separate proposals to approve by non-binding, advisory resolution the following material differences between the Existing Governing Documents and the Proposed Governing Documents:

 

   

to authorize the change in the authorized share capital of GPAC from (i) US$25,200 divided into 230,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 2,000,000 preference shares, par value $0.0001 per share, to (ii) 500,000,000 shares of New Redwire Common Stock and 100,000,000 shares of New Redwire Preferred Stock;

 

   

to authorize the New Redwire Board to, without further stockholder approval, issue all or any shares of New Redwire Preferred Stock in one or more series and to fix for each such series such voting powers, designations, preferences and rights and such qualifications, limitations or restrictions thereof, as may be determined by the New Redwire Board and as may be permitted by the DGCL;

 

   

the removal of the ability of New Redwire stockholders to take action by written consent in lieu of a meeting from and after the time that Holdings and its permitted transferees no longer beneficially own a majority of the voting power of the then-outstanding shares of capital stock of New Redwire; and

 

   

to amend and restate the Existing Governing Documents and authorize all other changes necessary or, as mutually agreed in good faith by GPAC and Redwire, desirable in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents as part of the Domestication;

 

   

a proposal to approve by ordinary resolution the issuance of shares of New Redwire Common Stock in connection with the Business Combination and the PIPE Financing in compliance with the NYSE Listing Rules;

 

   

a proposal to approve and adopt by ordinary resolution the Incentive Equity Plan;

 

   

a proposal to approve and adopt by ordinary resolution the Employee Stock Purchase Plan; and

 

   

a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

 

xi


Table of Contents

If our shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated.

For additional information on the proposals GPAC is asking holders of its ordinary shares to consider and vote upon, please see “Business Combination Proposal,” “Domestication Proposal,” “Charter Amendment Proposal, Governing Documents Proposals,” “NYSE Proposal,” “Incentive Equity Plan Proposal,” “Employee Stock Purchase Plan Proposal” and “Adjournment Proposal.”

GPAC will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of GPAC should read it carefully.

After careful consideration, the GPAC Board has unanimously determined that the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, each of the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Adjournment Proposal are in the best interests of GPAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of one or more of GPAC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of GPAC and its shareholders and what they may believe is best for New Redwire or themselves in determining to recommend that shareholders vote for the proposals. In addition, GPAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to (and which may conflict with), your interests as a shareholder in GPAC. See the section entitled “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

Why is GPAC proposing the Business Combination?

 

A:

GPAC is a blank check company incorporated on July 29, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although GPAC may pursue an acquisition opportunity in any business, industry, sector or geographical location for purposes of consummating an initial business combination, GPAC has focused on companies in the aerospace and aviation services sectors. GPAC is not permitted under its Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations.

GPAC has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. GPAC has sought to identify potential targets that it believes meet some or all of the following criteria and guidelines: provides asset management, aircraft services, airport services, aerospace technology or operations services to commercial passenger airlines, cargo airlines, business aviation operators or special mission operators; an enterprise value between $500 million and $1 billion; strong standing with either United States or European clients; robust business fundamentals including strong customer relationships, recurring revenue streams and positive industry trends in the long-term; strong returns in both public and private markets; and a strong management team that could benefit from GPAC’s extensive networks and insights within the aerospace and aviation services sector and a business that will benefit from being a public company. Based on these criteria and guidelines, GPAC developed a more detailed list of key target characteristics against which to compare and rank identified target opportunities. These key target characteristics were categorized in terms of actionability, business quality, revenue growth potential, size and competitive position, which categories were in turn assigned relative weights of 35%, 25%, 20%, 10% and 10%, respectively, to reflect GPAC’s view of the relative significance of each category for purposes of determining GPAC’s weighted ranking of each identified target opportunity.

 

xii


Table of Contents

When applying the above criteria and guidelines to its consideration of a potential business combination with Redwire and when assessing Redwire’s key target characteristics based on the above categories and weighting methodology, the GPAC Board determined that such business combination met all or most of the criteria and guidelines above and that Redwire’s relative weighted ranking was comparable to or better than those of the other target opportunities that were available to GPAC. However, there is no assurance of this. See “Business Combination Proposal—The GPAC Board’s Reasons for the Business Combination.”

Although the GPAC Board believes that the Business Combination with Redwire presents an attractive business combination opportunity and is in the best interests of GPAC and its shareholders, the GPAC Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail below under the question “What factors did the GPAC Board consider in connection with its decision to approve the Business Combination and to recommend that GPAC’s shareholders vote in favor of the Business Combination?” and in the sections entitled “Business Combination Proposal—The GPAC Board’s Reasons for the Business Combination” and “Risk Factors—Risks Related to Redwire and New Redwire’s Business Following the Business Combination.”

 

Q:

What factors did the GPAC Board consider in connection with its decision to approve the Business Combination and to recommend that GPAC’s shareholders vote in favor of the Business Combination?

 

A:

The GPAC Board considered a variety of factors in connection with its evaluation of the Business Combination. In particular, the GPAC Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination Proposal:

 

   

Redwire’s large and growing market opportunity;

 

   

Redwire’s decades of space flight heritage;

 

   

Redwire’s position as a purpose-built pure play independent provider of solutions across all major space industry segments, aligned with premier customers on major programs;

 

   

Redwire’s attractive entry valuation;

 

   

The fact that Redwire has current revenue, EBITDA and free cash flow unlike many of its competitors that are engaging in transactions with special purpose acquisition companies;

 

   

Redwire’s valuable portfolio of proprietary technologies;

 

   

Redwire’s position at the forefront of the new space economy enabling it to capitalize on potential public investor enthusiasm for space companies;

 

   

Redwire’s experienced and proven management team;

 

   

Redwire’s access to working capital;

 

   

Redwire’s financial condition and business and financial plan and model;

 

   

the financial commitment of the PIPE Investors;

 

   

Redwire’s attractiveness as a target;

 

   

an evaluation of the target opportunities then available to GPAC;

 

   

Holdings’ continued ownership and status as the largest stockholder of New Redwire after the Closing;

 

   

the scope and results of the due diligence conducted by GPAC and its outside advisors and the other information available to GPAC regarding Redwire; and

 

   

the terms of the Merger Agreement and the other related agreements.

In addition to the various risks associated with the business of Redwire, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the GPAC Board also considered a

 

xiii


Table of Contents

variety of uncertainties, risks and other potentially negative factors, although not weighted or in any order of significance, concerning the Business Combination, including but not limited to the following:

 

   

the possibility that the Business Combination may not be completed;

 

   

the potential adverse consequences if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction;

 

   

Redwire’s business risks, including the risks associated with the successful implementation of Redwire’s long-term business plan and strategy and Redwire realizing the anticipated benefits of the Business Combination, and the risk of GPAC’s shareholders being subject to Redwire’s business risks, which are different from the risks related to holding public shares of GPAC;

 

   

the post-Business Combination corporate governance terms and provisions in the Merger Agreement, the Investor Rights Agreement and the Proposed Governing Documents and the effect of those provisions on the governance of New Redwire, in particular Holdings’ ability to control or influence the outcome of actions after the closing even when it no longer controls a majority of the common stock and its ability to designate directors to the board of New Redwire;

 

   

that GPAC did not obtain a fairness opinion in connection with the Business Combination;

 

   

that the Merger Agreement provides that GPAC will not have any surviving remedies after the Closing to recover for losses resulting from a breach of the Merger Agreement by Holdings or Cosmos;

 

   

litigation risk with respect to the Business Combination;

 

   

the fees and expenses associated with completing the Business Combination;

 

   

the potential for diversion of the attention of Redwire’s management and employees and the potential negative effects on Redwire’s business; and

 

   

the uncertainties regarding the potential impacts of the COVID-19 virus and related economic disruptions on Redwire’s operations and demand for its products and services.

The preceding discussion of the information and factors considered by the GPAC Board includes the principal positive and negative factors, but is not intended to be exhaustive and may not include all of the factors considered by the GPAC Board. As described above, in reaching its decision, the GPAC Board also utilized and applied categories of key target characteristics that were based on the general, non-exhaustive acquisition criteria and guidelines described in the prospectus for GPAC’s initial public offering to evaluate Redwire and the Business Combination and to compare and rank identified target opportunities based on the relative weights that were assigned to such categories. However, the list of key target characteristics, the categorization of such characteristics and the assignment of relative weights to such categories of characteristics is inherently subjective and there can be no assurance that the list of such key characteristics, or the categorization or relative weighting thereof, if developed or applied differently, would not have yielded a different outcome. In addition, notwithstanding the GPAC Board’s utilization of such categories and relative weighting methodology in considering Redwire and other target opportunities, individual members of the GPAC Board may have given different weight to different characteristics and factors. However, the determinations reached by the GPAC Board as a whole with respect to Redwire and the Business Combination utilizing the criteria, guidelines, relative weighting methodology and process described above were favorable to and in support of its recommendations.

The GPAC Board concluded that the potential benefits that it expected GPAC and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the GPAC Board (i) approved the Merger Agreement and related transaction agreements and the transactions contemplated thereby, (ii) determined that the Merger Agreement and related transaction agreements and the transactions contemplated thereby are in the best interest of GPAC and (iii) recommended that the shareholders of GPAC approve and adopt the Merger Agreement and related transaction agreements and the transactions contemplated thereby and the other matters to be presented at an extraordinary general meeting of the shareholders of GPAC.

 

xiv


Table of Contents

For more information about the factors considered by GPAC’s Board, see “Business Combination Proposal—The GPAC’s Board’s Reasons for the Business Combination.”

 

Q:

Do the Sponsor or any of GPAC’s directors or executive officers have interests that are different from, or in addition to (and which may conflict with), the interests of GPAC’s shareholders with respect to the Business Combination?

 

A:

Yes. The Sponsor and GPAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to (and which may conflict with), those of GPAC’s shareholders and warrantholders generally. These interests include, among other things, the interests listed below:

 

   

the fact that the Sponsor and the Insiders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor and the Insiders have agreed to vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the 4,094,406 Class B ordinary shares it currently owns and such securities had an estimated aggregate market value of $41,353,500.60 based upon the closing price of $10.10 per public share on the NYSE on June 25, 2021, and such securities may have a significantly higher value at the time of the Business Combination;

 

   

the fact that the Sponsor paid $7,292,541 for its private placement warrants and such warrants had an estimated aggregate market value of $15,751,888.56 based upon the closing price of $2.16 per public warrant on the NYSE on June 25, 2021, and such warrants would be worthless if a business combination is not consummated by May 27, 2022 (unless such date is extended in accordance with the Existing Governing Documents);

 

   

the fact that the Sponsor and GPAC’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if GPAC fails to complete an initial business combination by May 27, 2022;

 

   

the fact that the Investor Rights Agreement will be entered into by the Sponsor;

 

   

the fact that the Sponsor entered into the Sponsor Agreement pursuant to which the lock-up period to which the Sponsor and our directors and executive officers are subject was amended to provide for termination of the lock-up period 180 days after the consummation of the Business Combination (other than with respect to the private placement warrants and the New Redwire Common Stock underlying such warrants, for which the termination of the lock-up period is 30 days after the consummation of the Business Combination, and with respect to any equity securities acquired in connection with the PIPE Financing, which will not be subject to a lock-up period);

 

   

the continued indemnification of GPAC’s directors and officers and the continuation of GPAC’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

 

 

   

the fact that certain GPAC directors will continue as directors of New Redwire;

 

   

the fact that the Sponsor and GPAC’s officers and directors will lose their entire investment in GPAC and will not be reimbursed for any out-of-pocket expenses, which expenses amounted to approximately $62,258 as of June 30, 2021, if an initial business combination is not consummated by May 27, 2022; and

 

   

the fact that if the trust account is liquidated, including in the event GPAC is unable to complete an initial business combination by May 27, 2022, the Sponsor has agreed to indemnify GPAC to ensure that the proceeds in the trust account are not reduced below $10.15 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which GPAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to GPAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account.

 

xv


Table of Contents

See “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” for additional information on interests of GPAC’s directors and executive officers. The existence of personal and financial interests of one or more of GPAC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of GPAC and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, the personal and financial interests of our initial shareholders as well as GPAC’s directors and executive officers may have influenced their motivation in identifying and selecting Redwire as a business combination target, and may influence their motivation in completing the Business Combination and the operation of the business of New Redwire following the Business Combination. In considering the recommendations of the GPAC Board to vote for the proposals, GPAC’s shareholders should consider these interests.

 

Q:

Did the GPAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. The GPAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. However, GPAC’s management, the members of the GPAC Board and the other representatives of GPAC have substantial experience in evaluating the operating and financial merits of companies similar to Redwire and reviewed certain financial information of Redwire and compared it to certain publicly traded companies, selected based on the experience and the professional judgment of GPAC’s management team and its advisors, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the GPAC Board in valuing Redwire’s business and assuming the risk that the GPAC Board may not have properly valued such business.

 

Q:

What will Holdings receive as consideration in the Business Combination?

 

A:

On the date of Closing, promptly following the consummation of the Domestication, Merger Sub will merge with and into Cosmos, with Cosmos as the surviving company in the merger (the “First Merger”) and, after giving effect to the First Merger, Cosmos will be a wholly-owned subsidiary of GPAC. In accordance with the terms and subject to the conditions of the Merger Agreement, at the First Effective Time, the common units of Cosmos issued and outstanding as of immediately prior to the First Effective Time (other than units held by Cosmos as treasury units or owned by GPAC, Merger Sub or Cosmos immediately prior to the First Effective Time (which units will be cancelled for no consideration as part of the First Merger)) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the merger consideration comprised of $75,000,000 in cash, 37,200,000 shares of New Redwire Common Stock and 2,000,000 warrants to purchase shares of New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement.

 

Q:

How will New Redwire be managed following the Business Combination?

 

A:

Following the Closing, it is expected that the current management of Redwire will become the management of New Redwire, and that the New Redwire Board will consist of seven directors. Five directors will be nominated by Holdings and two directors will be nominated by the Sponsor. It is expected that the New Redwire Board will initially consist of Jonathan E. Baliff, John Bolton, Reggie Brothers, Peter Cannito, Les Daniels, Kirk Konert and Joanne Isham. For additional information, please see “Management of New Redwire Following the Business Combination.”

 

Q:

What equity stake will current GPAC shareholders and Holdings have in New Redwire immediately after the consummation of the Business Combination?

 

A:

As of the date of this proxy statement/prospectus, there are (i) 16,377,622 Class A ordinary shares outstanding underlying units issued in GPAC’s initial public offering, (ii) 4,094,406 Class B ordinary shares outstanding held by the Sponsor, (iii) 7,732,168 private placement warrants outstanding, of which 7,292,541

 

xvi


Table of Contents
  are held by the Sponsor and 439,627 are held by Jefferies, and (iv) 8,188,811 public warrants outstanding. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Redwire Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of GPAC’s outstanding public shares are redeemed in connection with the Business Combination), GPAC’s fully-diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 36,393,007 ordinary shares.

Pursuant to the Warrant Forfeiture Agreement, immediately prior to (and contingent upon) the Closing, the Sponsor and Jefferies will surrender and forfeit to GPAC for no consideration an aggregate of 2,000,000 private placement warrants, with such amount of warrants corresponding to the number of newly issued warrants to purchase shares of New Redwire Common Stock to be issued to Holdings upon consummation of the Business Combination. Of such surrendered and forfeited private placement warrants, 1,886,000 will be surrendered and forfeited by the Sponsor and 114,000 will be surrendered and forfeited by Jefferies. The new warrants to be issued to Holdings will be identical to the private placement warrants, including that such newly issued warrants will be designated as private placement warrants under the GPAC Warrant Agreement.

The following table illustrates varying estimated ownership levels in New Redwire Common Stock immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 37,200,000 shares of New Redwire Common Stock are issued to Holdings at the Closing; (ii) 10,000,000 shares of New Redwire Common Stock are issued to the PIPE Investors in the PIPE Financing; and (iii) no public warrants or private placement warrants to purchase New Redwire Common Stock that will be outstanding immediately following the Closing have been exercised. If the actual facts are different than these assumptions, the ownership percentages in New Redwire will be different.

 

     Share Ownership in New Redwire  
     No redemptions     Maximum redemptions(1)  
     Percentage of Outstanding
Shares
    Percentage of Outstanding
Shares
 

GPAC public shareholders

     24.2     14.0

Sponsor(2)

     6.1     6.9

PIPE Investors

     14.8     16.8

Holdings

     54.9     62.3

 

(1)

Assumes that 8,004,296 of GPAC’s outstanding public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Closing Cash Condition based on a per share redemption price of $10.15 per share) are redeemed in connection with the Business Combination.

(2)

Includes 4,094,406 Class B ordinary shares held by the Sponsor originally acquired in connection with GPAC’s initial public offering.

For further details, see “Business Combination ProposalBusiness Combination Consideration.”

 

Q:

Why is GPAC proposing the Domestication?

 

A:

The GPAC Board believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, the GPAC Board believes that any direct benefit that the Delaware General Corporation Law (the “DGCL”) provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The GPAC Board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of GPAC and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified

 

xvii


Table of Contents
  directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal—Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

 

Q:

What amendments will be made to the current constitutional documents of GPAC?

 

A:

The consummation of the Business Combination is conditioned on, among other things, the Domestication. Accordingly, in addition to voting on the Business Combination, GPAC’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication, and replace GPAC’s Existing Governing Documents, in each case, under Cayman Islands law, with the Proposed Governing Documents, in each case, under the DGCL, which differ from the Existing Governing Documents in the following material respects:

 

Existing Governing Documents

  

Proposed Governing Documents

Authorized Shares

(Governing Documents Proposal A)

The share capital under the Existing Governing Documents is US$25,200 divided into 230,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 Class B ordinary shares of par value US$0.0001 per share, and 2,000,000 preference shares of par value US$0.0001 per share.    The Proposed Governing Documents authorize 500,000,000 shares of common stock, par value $0.0001 per share, of New Redwire (the “New Redwire Common Stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share, of New Redwire (the “New Redwire Preferred Stock”).

See paragraph 5 of the Amended and Restated Memorandum of Association.

 

  

See Article IV of the Proposed Certificate of Incorporation.

 

Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent

(Governing Documents Proposal B)

The Existing Governing Documents authorize the issuance of 2,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by the GPAC Board. Accordingly, the GPAC Board is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of GPAC to carry out a conversion of GPAC Class B ordinary shares on the Closing Date,    The Proposed Governing Documents authorize the New Redwire Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the New Redwire Board may determine.

 

xviii


Table of Contents

Existing Governing Documents

  

Proposed Governing Documents

as contemplated by the Existing Governing Documents or is considered by the GPAC Board to have a material adverse effect on the rights of any other class of shares).   
See paragraph 5 of the Amended and Restated Memorandum of Association and Articles 3 and 10 of the Amended and Restated Articles of Association.    See Article IV subsection B of the Proposed Certificate of Incorporation.

Shareholder/Stockholder Written Consent In Lieu of a Meeting

(Governing Documents Proposal C)

The Existing Governing Documents provide that resolutions may be passed by a vote in person, by proxy at a general meeting, or by unanimous written resolution.    The Proposed Governing Documents allow stockholders to vote in person or by proxy at a meeting of stockholders, but at any time when Holdings and its permitted transferees beneficially own 50% or more of the voting power of New Redwire, any action may be taken by written consent without a meeting, without prior notice and without a vote. If Holdings and its permitted transferees own less than 50% of the voting power of New Redwire, any action required or permitted to be effected by the stockholders must be taken at a duly called meeting (provided, however, that holders of New Redwire Preferred Stock voting separately as a series or a class of such series may take action by written consent without a meeting, without prior notice and without a vote, to the extent provided for in the applicable certificate of designation related to such New Redwire Preferred Stock).

See Articles 22 and 23 of the Amended and Restated Articles of Association.

 

   See Article VIII subsection A of the Proposed Certificate of Incorporation.

Corporate Name

(Governing Documents Proposal D)

The Existing Governing Documents provide the name of the company is “Genesis Park Acquisition Corp.”    The Proposed Governing Documents will provide that the name of the corporation will be “Redwire Corporation.”

See paragraph 1 of the Amended and Restated Memorandum and Articles of Association.

 

   See Article I of the Proposed Certificate of Incorporation.

Perpetual Existence

(Governing Documents Proposal D)

The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by May 27, 2022 (18 months after the closing of GPAC’s initial public offering), GPAC will cease all operations except for the purposes of winding up and will redeem the shares issued in GPAC’s initial public offering and liquidate its trust account.

 

See Article 49 of the Articles of Association.

 

  

The Proposed Governing Documents do not include any provisions relating to New Redwire’s ongoing existence; the default under the DGCL will make New Redwire’s existence perpetual.

 

This is the default rule under the DGCL.

 

xix


Table of Contents

Existing Governing Documents

  

Proposed Governing Documents

Exclusive Forum

(Governing Documents Proposal D)

The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.    The Proposed Governing Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act.
  

See Article XI subsections A of the Proposed Certificate of Incorporation.

 

Takeovers by Interested Stockholders

(Governing Documents Proposal D)

The Existing Governing Documents do not provide restrictions on takeovers of GPAC by a related shareholder following a business combination.    The Proposed Governing Documents will have New Redwire elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other restrictions regarding takeovers by interested stockholders.
  

See Article X subsections A and B of the Proposed Certificate of Incorporation.

 

Provisions Related to Status as Blank Check Company

(Governing Documents Proposal D)

The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.    The Proposed Governing Documents do not include such provisions related to our status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.
See Articles 8, 17, and 49 of the Amended and Restated Articles of Association.   

 

Q:

How will the Domestication affect my ordinary shares, warrants and units?

 

A:

In connection with the Domestication, on the Closing Date and prior to the First Effective Time, (i) each issued and outstanding Class A ordinary share and each issued and outstanding Class B ordinary share of GPAC will convert automatically by operation of law, on a one-for-one basis, into shares of New Redwire Common Stock; (ii) each issued and outstanding warrant to purchase Class A ordinary shares of GPAC will automatically represent the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share of New Redwire Common Stock on the terms and conditions set forth in the GPAC Warrant Agreement; and (iii) each issued and outstanding unit of GPAC that has not been previously separated into the underlying Class A ordinary share of GPAC and underlying GPAC warrant upon the request of the holder thereof prior to the Domestication will be cancelled and will entitle the holder thereof to one share of New Redwire Common Stock and one-half of one warrant representing the right to purchase one share of New Redwire Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the GPAC Warrant Agreement. See “Domestication Proposal.”

 

xx


Table of Contents
Q:

What are the U.S. federal income tax consequences of the Domestication?

 

A:

Based on, and subject to, the assumptions, qualifications and limitations set forth in the opinion included as Exhibit 8.1 hereto, it is the opinion of Willkie Farr & Gallagher LLP that the Domestication should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, as discussed more fully under “U.S. Federal Income Tax Considerations.” However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as GPAC, this result is not entirely clear. In the case of a transaction, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—U.S. Holders” below) will be subject to Section 367(b) of the Code and, as a result of the Domestication:

 

   

a U.S. Holder whose public shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of GPAC’s earnings in income;

 

   

a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of our shares entitled to vote and less than 10% of the total value of all classes of our shares will generally recognize gain (but not loss) on the exchange of public shares for shares of New Redwire Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its public shares provided certain other requirements are satisfied; and

 

   

a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our shares entitled to vote or 10% or more of the total value of all classes of our shares will generally be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its public shares provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (participation exemption).

GPAC does not expect to have significant cumulative earnings and profits through the date of the Domestication.

In the case of a transaction, such as the Domestication, that should qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares for shares of New Redwire Common Stock pursuant to the Domestication under the “passive foreign investment company” (“PFIC”) rules of the Code equal to the excess, if any, of the fair market value of the shares of New Redwire Common Stock received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding public shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New Redwire Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. income and

 

xxi


Table of Contents

other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

 

Q:

Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

The Sponsor, Genesis Park and Crescent Park Funds have each agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:

How do I exercise my redemption rights?

 

A:

If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

 

  (i)

(a) hold public shares or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental, GPAC’s transfer agent, in which you (a) request that we redeem all or a portion of your public shares for cash and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (iii)

deliver your public shares to Continental physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m. Eastern Time, on                , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. The address of Continental is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct Continental to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of                 , 2021, this would have amounted to approximately $                 per issued and outstanding public share. However, the proceeds

 

xxii


Table of Contents

deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, we will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption takes place following the Domestication and, accordingly, it is shares of New Redwire Common Stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. You are requested to cause your public shares to be separated and delivered to Continental by 5:00 p.m., Eastern Time, on                , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

We expect that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations—U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of New Redwire Common Stock will generally be treated as selling such shares of New Redwire Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of New Redwire Common Stock that such U.S. Holder owns or is deemed to own (including

 

xxiii


Table of Contents
  through the ownership of warrants) prior to and following the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur immediately prior to the redemption by any public shareholder, U.S. Holders exercising redemption rights will take into account the potential tax consequences of Section 367(b) of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “U.S. Federal Income Tax Considerations—U.S. Holders.” All holders of our public shares considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

 

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

 

A:

Following the closing of GPAC’s initial public offering, an amount equal to $166,232,863.30 ($10.15 per unit) of the net proceeds from GPAC’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of March 31, 2021, funds in the trust account totaled approximately $166,272,072 and were held in money market funds. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination) or (ii) the redemption of all of the public shares if we are unable to complete a business combination by May 27, 2022 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

If GPAC’s initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with GPAC’s initial business combination or used for redemptions or purchases of the public shares, New Redwire may apply the balance of the cash released to it from the trust account for general corporate purposes, including for maintenance or expansion of operations of New Redwire, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”

 

Q:

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A:

GPAC’s public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

The Merger Agreement provides that the obligations of Redwire to consummate the Business Combination are conditioned on, among other things, that as of the Closing, the Minimum Available Closing Cash is equal to not less than $185,000,000. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated.

In no event will GPAC redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the Business Combination and the PIPE Financing.

Additionally, as a result of redemptions, the trading market for the New Redwire Common Stock may be less liquid than the market for the public shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for the NYSE or another national securities exchange.

 

xxiv


Table of Contents
Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the transactions contemplated by the Merger Agreement having expired or been terminated; (iii) GPAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the Business Combination and the PIPE Financing; (iv) the Minimum Closing Cash Condition; (v) the shares of New Redwire Common Stock to be issued in connection with the First Merger being approved for listing on the NYSE, subject to official notice of issuance; and (vi) the consummation of the Domestication. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated.

For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal—Conditions to Closing of the Business Combination.”

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently expected that the Business Combination will be consummated in the third quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to GPAC shareholders at the extraordinary general meeting. However, such extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the extraordinary general meeting and we elect to adjourn the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to GPAC shareholders, (ii) in order to solicit additional proxies from GPAC shareholders in favor of one or more of the proposals at the extraordinary general meeting or (iii) if GPAC shareholders redeem an amount of public shares such that the Minimum Closing Cash Condition would not be satisfied. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal—Conditions to Closing of the Business Combination.”

 

Q:

What happens if the Business Combination is not consummated?

 

A:

GPAC will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If GPAC is not able to consummate the Business Combination with Redwire nor able to complete another business combination by May 27, 2022, in each case, as such date may be extended pursuant to its Existing Governing Documents, GPAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to GPAC to fund its regulatory compliance requirements to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GPAC’s remaining shareholders and the GPAC Board, liquidate and dissolve, subject in each case to GPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable laws.

 

Q:

Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

 

A:

Neither GPAC’s shareholders nor GPAC’s warrantholders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

 

xxv


Table of Contents
Q:

What do I need to do now?

 

A:

GPAC urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a GPAC shareholder and/or warrantholder. GPAC’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:

How do I vote?

 

A:

If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a proxy from your broker, bank or nominee.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

 

Q:

When and where will the extraordinary general meeting be held?

 

A:

The extraordinary general meeting will be held at the offices of Willkie Farr & Gallagher LLP located at 787 Seventh Avenue, New York, New York 10019 and virtually via the Internet by visiting https://www.cstproxy.com/genesispark/sm2021, at                , Eastern Time, on                , 2021, unless the extraordinary general meeting is adjourned.

 

Q:

How do I attend a virtual extraordinary general meeting?

 

A:

As a registered shareholder, you received a proxy card from Continental. The form contains instructions on how to attend the virtual extraordinary general meeting, including the URL address and your control number. You will need your control number for access to the extraordinary general meeting. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.

You can pre-register to attend the virtual extraordinary general meeting starting                 , 2021 at 9:00am EST. Enter the URL address https://www.cstproxy.com/genesispark/sm2021 into your browser and enter your control number, name and email address. Once you pre-register, you may vote or enter questions in the chat box. At the start of the extraordinary general meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the extraordinary general meeting.

 

xxvi


Table of Contents

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the extraordinary general meeting, you will need to have a legal proxy from your bank or broker; or, if you would like to join the extraordinary general meeting but not vote, Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. Continental can be contacted at the number or email address above. Please allow up to 72 hours prior to the extraordinary general meeting for processing your control number.

If you do not have internet capabilities, you can listen to the extraordinary general meeting by dialing 1 877-770-3647 or, if you are outside the U.S. and Canada, +1 312-780-0854 (standard rates apply). When prompted, enter the pin number 47516234 #. This is listen-only and you will not be able to vote or enter questions during the extraordinary general meeting.

 

Q:

How will the COVID-19 pandemic impact in-person voting at the extraordinary general meeting?

 

A:

GPAC intends to hold the extraordinary general meeting in person and virtually via the Internet. However, GPAC is sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving nature of the COVID-19 situation. As a result, GPAC may impose additional procedures or limitations on meeting attendees. GPAC plans to announce any such updates in a press release filed with the SEC and on its proxy website, and GPAC encourages you to check this website prior to the meeting if you plan to attend.

 

Q:

What impact will the COVID-19 pandemic have on the Business Combination?

 

A:

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the businesses of GPAC and Redwire, and there is no guarantee that efforts by GPAC and Redwire to address the adverse impacts of COVID-19 will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and actions taken to contain COVID-19 or its impact, among others. If GPAC or Redwire are unable to recover from a business disruption on a timely basis, the Business Combination and New Redwire’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by COVID-19 and become more costly. Each of GPAC and Redwire may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

 

Q:

Who is entitled to vote at the extraordinary general meeting?

 

A:

GPAC has fixed                , 2021 as the record date for the extraordinary general meeting. If you were a shareholder of GPAC at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

 

Q:

How many votes do I have?

 

A:

GPAC shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 20,472,028 ordinary shares issued and outstanding, of which 16,377,622 were issued and outstanding public shares.

 

Q:

What constitutes a quorum?

 

A:

A quorum of GPAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the

 

xxvii


Table of Contents
  issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 10,236,015 ordinary shares would be required to achieve a quorum.

 

Q:

What vote is required to approve each proposal at the extraordinary general meeting?

 

A:

The following votes are required for each proposal at the extraordinary general meeting:

 

  (i)

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote on such matter.

 

  (ii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

 

  (iii)

Charter Amendment Proposal: The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

 

  (iv)

Governing Documents Proposals: The approval of the Governing Documents Proposals will be sought as an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Because the votes on the Governing Documents Proposals are advisory only, they will not be binding.

 

  (v)

NYSE Proposal: The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote on such matter.

 

  (vi)

Incentive Equity Plan Proposal: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote on such matter.

 

  (vii)

Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

 

  (viii)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote on such matter.

 

Q:

What are the recommendations of the GPAC Board?

 

A:

The GPAC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interests of GPAC and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the separate Governing Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the

 

xxviii


Table of Contents
  Employee Stock Purchase Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of GPAC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of GPAC and its shareholders and what they may believe is best for New Redwire or themselves in determining to recommend that shareholders vote for the proposals. In addition, GPAC’s directors and executive officers have interests in the Business Combination that are different from, or in addition to (and which may conflict with), your interests as a shareholder in GPAC. See the section entitled “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

How does the Sponsor intend to vote its shares?

 

A:

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, pursuant to the Sponsor Agreement, the Sponsor and each of our officers and directors has agreed, among other things, to vote any founder shares held by them and any public shares purchased during or after our initial public offering (including in open market and privately-negotiated transactions) in favor of the Business Combination and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination, and the Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Additionally, each of Genesis Park and the Crescent Park Funds has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns 4,094,406, or approximately 20.0%, of the issued and outstanding ordinary shares (excluding the shares underlying the private placement warrants), Genesis Park and the Crescent Park Funds collectively own 3,547,125, or approximately 17.3% of the issued and outstanding ordinary shares (excluding the shares underlying the private placement warrants), and our directors and officers collectively own 145,000 public shares. As a result, we would need only an additional 2,449,484, or 15.0% (assuming all outstanding ordinary shares are voted), or no ordinary shares (assuming only the minimum number of ordinary shares representing a quorum are voted), in each case, of the 16,377,622 public shares sold in our initial public offering to be voted in favor of the Business Combination in order to have the Business Combination approved. For more information related to the Sponsor Agreement and Voting and Support Agreements, see “Business Combination Proposal—Related Agreements—Sponsor Agreement” and “—Voting and Support Agreements” in the accompanying proxy statement/prospectus.

At any time at or prior to the Business Combination, during a period when it is not then aware of any material nonpublic information regarding GPAC or its securities, the Sponsor, Holdings, Cosmos and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of GPAC ordinary shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Holdings, Cosmos and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of

 

xxix


Table of Contents

satisfaction of the requirements that (i) the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Charter Amendment Proposal are approved by the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter, (iii) the Minimum Closing Cash Condition is satisfied and otherwise limit the number of public shares electing to redeem and (iv) New Redwire’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the Business Combination and the PIPE Financing.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold.

Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

Q:

What happens if I sell my GPAC ordinary shares before the extraordinary general meeting?

 

A:

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to GPAC’s Chief Financial Officer at GPAC’s address set forth below so that it is received by GPAC’s Chief Financial Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on                , 2021) or attend the extraordinary general meeting in person or virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to GPAC’s Chief Financial Officer, which must be received by GPAC’s Chief Financial Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

 

A:

If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by GPAC’s shareholders and the Business Combination is consummated, you will become a stockholder and/or warrantholder of New Redwire. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrantholder of GPAC. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

 

xxx


Table of Contents
Q:

What should I do if I receive more than one set of voting materials?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

 

A:

GPAC will pay the cost of soliciting proxies for the extraordinary general meeting. GPAC has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. GPAC has agreed to pay Morrow Sodali a fee of $30,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. GPAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Class A ordinary shares and in obtaining voting instructions from those owners. GPAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

Where can I find the voting results of the extraordinary general meeting?

 

A:

The preliminary voting results will be announced at the extraordinary general meeting. GPAC will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

470 West Avenue

Stamford CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: GNPK.info@investor.morrowsodali.com

You also may obtain additional information about GPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, GPAC’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

xxxi


Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination Proposal, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “Business Combination Proposal—The Merger Agreement.”

Redwire Overview

Unless the context otherwise requires, all references in this “Redwire Overview” to the “Company,” “Redwire, “we,” “us” or “our” refer to Redwire and to the business of Redwire prior to the consummation of the Business Combination, which will be the business of New Redwire and its subsidiaries following the consummation of the Business Combination.

Redwire is accelerating humanity’s expansion into space by delivering reliable, economical and sustainable infrastructure for future generations. Redwire offers a broad array of products and services, many of which have been enabling space missions since the 1960s and have been flight-proven on over 150 satellite missions. Redwire is also a leading provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization. One example of this is Redwire’s patented suite of in-space manufacturing and robotic assembly technologies (referred to herein as on-orbit servicing, assembly and manufacturing, or “OSAM”), which is revolutionizing the approximately $23 billion satellite manufacturing market in the same way that reusable launch vehicles revolutionized the approximately $10 billion launch market, per Research and Markets and Allied Market Research, respectively.

We believe the space economy is at an inflection point. The reduction of launch costs by approximately 95% over the last decade has eliminated the single largest economic barrier to entry for the expanded utilization of space, and the increasing cadence of launches provides more flexible, reliable access. This lower cost access has resulted in both the expansion and modernization of traditional national security and civil uses of space and has enticed new commercial entrants to invest substantial capital to develop new space-based business models. Our goal is to provide a full suite of infrastructure solutions, including mission-critical components, services and systems that will contribute to a dramatic expansion of the space-based economy. We believe that our products and services are essential to the growth of space as a strategic military and commercial domain, as well as a frontier for science and exploration.

Strategic Focus Areas

On-Orbit Servicing, Assembly & Manufacturing

We anticipate that the most dramatic disruption in the space industry will come from capabilities surrounding on-orbit servicing, assembly and manufacturing of satellites and other spacecraft. The ability to manufacture in space expands a small satellite’s capabilities beyond the performance of spacecraft that are conventionally manufactured and assembled prior to launch. Small satellite assets manufactured on Earth are designed to survive the acoustic vibrations and acceleration forces that accompany launch and are inherently limited by these design requirements. Satellite structures manufactured in space may be optimized for the operational environment in orbit and are never exposed to launch conditions. Design optimization for in-space operation allows for improved performance, such as increased power generation via larger solar arrays or higher gain via large-scale antennas than those that can be economically deployed using conventional manufacturing methods.


 

1


Table of Contents

By mitigating spacecraft volume limitations imposed by launch vehicles, manufacturing in space can also help to signficantly reduce the costs of launch. Launch costs depend in part on the mass and volume of the spacecraft. The manufacturing and assembly of large spacecraft structures in orbit reduces spacecraft volume at launch, resulting in decreased launch costs and increased flexibility in launch provider selection, including utilization of smaller launch providers and rideshare programs.

Current OSAM applications include government-funded programs to enable increased small satellite power generation versus the current state of the art via large deployable solar arrays attached to booms that are 3D printed on-orbit. Commercial adoption of this technology could be a significant catalyst for growth in the overall space economy, enabling users to put more capability on orbit than state of the art approaches. We believe that OSAM represents a technological sea change that has the potential to upend traditional space operations. With sustainable in-space solutions, we believe OSAM will enable the next generation of growth in the space industry. The additive manufacturing intellectual property that is critical to Redwire’s OSAM solution has been proven in operation on the International Space Station (“ISS”) since 2014 and is protected by Redwire’s numerous patents.

Space Domain Awareness & Resiliency

The U.S. national security community is increasingly viewing space as a warfighting domain, as evidenced by significant space-based military infrastructure investment such as the National Defense Space Architecture (“NDSA”) and the creation of the U.S. Space Force. Advances in potentially adversarial capabilities in space have highlighted the need to improve both the physical and cyber resiliency of U.S. and allied space assets, as well as monitoring of all assets, friendly and potentially hostile, on orbit. In Redwire’s Space Domain Awareness and Resiliency (“SDA&R”) strategic focus area, its core competencies and products support the national security community’s space resiliency and situational awareness missions.

Redwire’s key offerings in this area include sensor systems for on-orbit monitoring, advanced modeling & simulation, asset hardening, robotics, and full satellite solutions leveraging its OSAM capabilities. Redwire’s SDA&R portfolio contains a variety of optical instruments that perform situational awareness functions and can be adapted to act as space situational awareness cameras as a primary or secondary payload.

Digitally-Engineered Spacecraft

Digitally-Engineered Spacecraft are systems that are designed, developed and manufactured on a digital foundation. Model-based engineering and 3D design tools reduce assembly hours and software development requirements by utilizing an end-to-end virtual environment that is capable of producing a near perfect virtual replica of a physical space system, before a physical instance is created. In recent years, the U.S. Department of Defense (“DoD”) has refined its focus on the space domain while continuing to invest in satellite constellations and other space-related infrastructure. The DoD’s demand for reliable, adaptable satellite buses has grown significantly in recent years and is expected to continue to support major investment in space. Many of these DoD missions require tailored small satellite architectures with a common approach to meet its evolving needs.

Building on Redwire’s extensive flight heritage and digital engineering capabilities, Redwire offers satellite mission design that provides low-cost access to space. Redwire’s open and modular design approach allows for a tailorable, quick-turnaround system design and satellite bus construction. Redwire’s approach applies high-end modeling and simulation to satisfy unique mission requirements. On-orbit service and manufacturing and other technologies can be seamlessly integrated where appropriate. This approach enables Redwire to design spacecraft serving a variety of missions, including Earth observation, network communication, deep space exploration and scientific research.


 

2


Table of Contents

This spacecraft solution is also relevant for commercial applications such as the large low-Earth orbit (“LEO”) telecommunication and Earth observation constellations being fielded by numerous private companies.

Advanced Sensors & Components

Redwire’s technology has been at the forefront of space exploration for decades, providing satellite components that are integral to the mission success of hundreds of LEO, geosynchronus Earth orbit (“GEO”) and interplanetary spacecraft. Redwire is combining its new and innovative space technologies with its proven spaceflight heritage to meet the complexity and demands of today’s growing and evolving space industry. Redwire’s sensor and component capabilities include the design and manufacture of mission-critical, high reliability technologies serving a wide variety of functions on the spacecraft. Redwire’s offerings include solar arrays, composite booms, radio frequency (RF) antennas, payload adapters, space-qualified camera systems, star trackers and sun sensors.

Low-Earth Orbit Commercialization

Redwire’s LEO commercialization strategic focus area is developing next-generation capabilities for LEO and deep space exploration with a goal of developing efficient, commercial services for the ISS and other current and future human spaceflight programs. This focus area includes in-space additive manufacturing, in-space advanced material manufacturing and support of human exploration, habitation and commercial activities in space.

Redwire created the first permanent commercial manufacturing platform to operate in LEO, the Additive Manufacturing Facility (“AMF”). AMF was developed based on a desire for on-demand local manufacturing that is expected to become a mainstay for mission planning to address critical needs in space. This technology increases the reliability of long-duration missions and makes human spaceflight missions safer by providing crews with additional flexibility in responding to situations that may threaten a mission. The ability for tools to be manufactured on-site, on-demand, allows mission planners to reduce the amount of specialized equipment that must be included in a mission to address niche contingency scenarios. We believe that AMF has been a reliable resource for both government and commercial customers since it was introduced in 2016 because of its versatility and durability on-orbit. Beginning with a small ratchet created on the International Space Station (“ISS”), Redwire has now manufactured 200+ parts in-space over the past six years and is the only company currently providing commercial 3D printing on the ISS.

Additionally, Redwire’s in-space manufacturing capabilities allow for the production of advanced industrial materials offering performance advantages over comparable materials manufactured on Earth. The microgravity environment enables certain “space-enabled materials” to be created with properties superior to its terrestrially manufactured analogue. By identifying advanced manufacturing processes which can leverage the microgravity environment to manufacture high performance materials that meet specific industrial and commercial use cases, we believe our approach to space-enabled manufacturing advances the creation of a space-Earth value chain to spur commercial activity. Redwire has demonstrated the ability to manufacture advanced ceramics, fiber optics, crystals and other industrial materials in microgravity.

Products and Solutions Overview

Antennas

Redwire’s antenna systems enable space-to-space and space-to-Earth communications. Some form of communications antenna is required for nearly all satellites that are put into orbit. Redwire offers a wide variety of antennas to meet a range of satellite mission requirements. Redwire’s Link-16 antenna can be used to facilitate the exchange of tactical information in near-real time between military aircraft, ships and ground forces. Redwire’s antennas also enable the exchange of encrypted messages, imagery data and multiple channels of digital voice communication. We believe this will enable reliable and efficient tactical communications in environments in which it has historically been difficult to conduct communications-intensive operations.


 

3


Table of Contents

Space-Qualified Sensors

Redwire has a deep heritage in manufacturing industry-leading space-qualified sensors. Every satellite that goes into orbit requires star trackers, sun sensors and advanced avionics components and Redwire has built on its strong lead in this critical subsector of the space supply chain. Redwire also provides advanced camera systems to civil, defense and commercial customers. Redwire’s complex camera systems achieve results at a lower cost compared to equivalent products offered by many of our competitors.

Structures & Deployables

Redwire provides a variety of deployable space structure offerings to help meet its customers’ mission requirements. We believe that our instrument booms are instrumental to the DoD’s goal of achieving space domain awareness. Redwire’s composite instrument booms can allow smallsats to deploy high-power solar arrays, large antennas for high data rate communications and large drag augmentation devices for rapid end-of-life deorbiting. Redwire expects to soon provide its ROSA technology to the National Aeronautics and Space Administration (“NASA”) to upgrade the International Space Station’s solar arrays. Redwire has also developed rigid solar panels that Redwire expects PlanetIQ to use for its HD GPS-RO weather satellite constellation. Redwire also develops cost-effective composite booms that deploy antennas and instruments from small satellites, enabling a new generation of satellite constellations to provide science measurements and communications from space.

Space-enabled Manufacturing Payloads

Space-enabled manufacturing is a form of in-space manufacturing that leverages microgravity to manufacture materials that are either completely new or superior to their Earth-manufactured counterparts. Redwire has a suite of space-enabled manufacturing payloads configured for installation and operation aboard the ISS for demonstrating a variety of advanced manufacturing techniques and facilities with broad applications. Redwire offers payloads capable of additive manufacturing, optical fiber manufacturing, ceramic turbine blisk manufacturing, industrial crystal manufacturing, hybrid metal / polymer manufacturing and more. These techniques may one day have the potential to transform the LEO commercial environment by providing solutions in space for space and in space for Earth.

Engineering, Modeling & Simulation, Testing and Operation Solutions

Redwire is a one-stop-shop for mechanism design and manufacturing, power supply design and analysis, project planning and management, control processes, structural and thermal analysis, and system engineering solutions for space-based products and applications. Redwire provides our engineering services at any stage of the design process for its customers, whether it be final testing or initial project schematics. This service offering allows Redwire to introduce customers to its capabilities and demonstrate Redwire’s ability to help optimize and enable the success of their missions. Redwire also provides advanced digital-engineering services for satellite and spacecraft design, delivering mission-customized solutions. In addition to Redwire’s Advanced Configurable Open-system Research Network (“ACORN”) offering, Redwire’s proprietary Veritrek software enables customers to quickly evaluate thermal design sensitivities to ensure that spacecraft component designs meet mission requirements and mitigate mission risk.

Customers and Strategic Partnerships / Relationships

Redwire’s product and solution offerings are designed to meet the needs of a wide variety of public and private entities operating in space. Redwire has formalized contracts and strategic partnerships with numerous customers, and plans to continue pursuing additional agreements and partnerships.


 

4


Table of Contents

Civil Space Community Relationships

Civilian space agencies currently make up the largest portion of Redwire’s current revenue base. Projects for these customers are typically meant to gather data for the public’s use, advance research objectives, further the exploration and utilization of space, and/or develop new scientific and commercial applications and uses of the space domain. Contracts are primarily fielded by governmental entities that are not funded by defense budgets. Many of these contracts will have a research and demonstration phase which may later convert to full-scale production contracts or commercial opportunities.

NASA

NASA is one of Redwire’s largest and most long-standing customers. Redwire participates in numerous large, high-profile contracts, our largest by revenue currently being the Archinaut One program, also known as OSAM-2. Redwire’s Archinaut One program includes the design, manufacture, test, integration and operation of the first satellite to construct a portion of its own structure on-orbit. The Archinaut One satellite combines our additive manufacturing and robotic assembly capabilities for the construction of large, complex structures in space. Redwire has provided services and products supporting a number of other NASA missions, including sun sensors and star trackers for exploration missions like Perseverance, thermal control solutions for technology demonstrators, camera systems for upcoming human spaceflight missions, and development of various additive manufacturing methods on the ISS.

Luxembourg Space Agency and European Space Agency

Redwire is working with the Luxembourg Space Agency and the European Space Agency to develop a robotic arm for space applications. This scalable robotic arm system is expected to meet growing demand for space-capable robotic solutions in mission profiles ranging from lunar surface activities to on-orbit satellite servicing and beyond.

National Security Community Relationships

Redwire supplies a wide variety of technologies and solutions supporting the U.S.’ and allied countries’ national security objectives in space. As space becomes an increasingly contested domain and near peer threats continue to emerge, the DoD has articulated a need for significant investment in both improving the resiliency of existing space assets and the deployment of new, next-generation capabilities.

Commercial Community Relationships

We believe that our technologies are enabling the commercialization of LEO and potentially beyond. Redwire views the commercial market opportunity as one with significant growth possibilities as launch costs continue to decrease, making industrial and other commercial pursuits increasingly viable and prolific.

Space Economy Overview

We believe that the space industry is at the dawn of a new economic era driven by significant investment. In addition to government contracting, private capital entering the space market has accelerated its growth. Since 2004, there has been $135.2 billion of equity investment across 862 space companies, with 85% of the investment dollars coming in the past six years, per Space Capital. This has led to a wave of new companies reimagining parts of the traditional space industry.

Today’s space market is primarily driven by satellite technologies and applications but is quickly expanding to include tangential capabilities such as space tourism, in-space manufacturing, LEO commercialization, deep


 

5


Table of Contents

space exploration and space-based resource extraction. The global space economy generates ~$420 billion of total revenue in 2019 and is expected to grow to an estimated $2 trillion by 2040, per the Space Report (2020 Q2 Analysis). Though the current ~$420 billion market only represents ~0.3% of the global economy, the rapid deployment of satellite constellations coinciding with an increasingly competitive landscape in the launch industry is creating unprecedented access to space.

A major growth opportunity for the global space economy is the increased commercialization of LEO. Increased accessibility to space has given rise to a growing number of start-up technology companies that aim to serve diverse end-markets including energy, telecommunications, tourism and IoT connectivity. There are increasingly attractive economics for manufacturing advanced materials in space for industrial use on Earth, including ZBLAN optical fiber and advanced ceramic materials. Ceramic parts manufactured in microgravity have a myriad of applications on Earth, including components for turbines and nuclear plants. Other fast currents in LEO include space tourism and sustainable human space habitats. The International Space Station has served as a breeding ground for the commercialization of space and many well-funded operators have announced a vision to enable millions of humans visiting and living in space.

M&A Track Record & Strategy

Strategic acquisitions that augment Redwire’s technology and product offerings are a key part of its growth strategy. Redwire has completed seven acquisitions since March 2020, which collectively have provided Redwire with a wide variety of complementary technologies and solutions to serve its target markets and customers.

Human Capital

Redwire strives to be the employer of choice in the space community. As of March 31, 2021, Redwire had 473 employees, all of whom are based in the United States and Luxembourg. Based on existing programs, Redwire is planning to increase the size of its workforce by approximately one third to support already-contracted work. Redwire has an established and experienced human resources team that is leading this effort. Most of Redwire’s employees fall into one or more of the following categories: (a) graduates from well-regarded engineering universities with a desire to make a long-term impact, (b) experienced engineers from other aerospace companies who are excited about the ongoing innovation and industry transformations that we believe we are driving, and (c) founders and employees from companies we have acquired. Many of these employees are highly accomplished in their fields and earned advanced degrees in concentrations such as aerospace engineering, mechanical engineering, physics, chemistry, robotics and astronomy.

As Redwire continues to grow, it is partnering with more universities and increasing its presence in key U.S. and European markets to expand its employee base.

The Parties to the Business Combination

GPAC

GPAC is a blank check company incorporated on July 29, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. GPAC has neither engaged in any operations nor generated any revenue to date. Based on GPAC’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On November 27, 2020, GPAC consummated an initial public offering of 16,377,622 units at an offering price of $10.00 per unit, and a private placement of 7,732,168 private placement warrants at an offering price of $1.00 per


 

6


Table of Contents

private placement warrant, of which 7,292,541 private placement warrants were issued to the Sponsor and 439,627 private placement warrants were issued to Jefferies LLC. Each unit sold in the initial public offering consisted of one Class A ordinary share and one-half of one redeemable warrant.

Following the closing of GPAC’s initial public offering, $166,232,863 of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The trust account may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. As of March 31, 2021, funds in the trust account totaled approximately $166,272,072 and were held in money market funds. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Business Combination), (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Existing Governing Documents to modify the substance and timing of our obligation to redeem 100% of the public shares if GPAC does not complete a business combination by May 27, 2022 or (iii) the redemption of all of the public shares if GPAC is unable to complete a business combination by May 27, 2022 (unless such date is extended in accordance with the Existing Governing Documents), subject to applicable law.

GPAC’s units, public shares and public warrants are currently listed on the NYSE under the symbols “GPAC.U,” “GPAC” and “GPAC WS,” respectively.

GPAC’s principal executive office is located at 2000 Edwards Street, Suite B, Houston, Texas 77007 and its telephone number is (713) 489-4650. GPAC’s corporate website address is http://www.genesis-park.com/spac. GPAC’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. The website address is included as an inactive textual reference only.

Merger Sub

Shepard Merger Sub Corporation is a Delaware corporation and a direct, wholly-owned subsidiary of GPAC formed for the purpose of effecting the Business Combination. Merger Sub owns no material assets and does not operate any business.

GPAC Merger Sub’s principal executive office is located at 2000 Edwards Street, Suite B, Houston, Texas 77007 and its telephone number is (713) 489-4650.

Cosmos

Cosmos Intermediate, LLC is a Delaware limited liability company and a direct, wholly-owned subsidiary of Holdings. Cosmos’ principal executive office is located at 2500 N. Military Trail, Suite 470, Boca Raton, Florida 33431 and its telephone number is (650) 701-7722. Cosmos is a new leader in mission critical space solutions and high reliability components for the next generation space economy. Cosmos’ corporate website address is https://redwirespace.com/. Cosmos’ website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. The website address is included as an inactive textual reference only.

Holdings

Redwire, LLC is a Delaware limited liability company and owns 100% of the issued and outstanding units of Cosmos. Holdings’ principal executive office is located at 2500 N. Military Trail, Suite 470, Boca Raton, Florida


 

7


Table of Contents

33431, and its telephone number is (650) 701-7722. Holdings’ corporate website address is https://redwirespace.com/. The information on, or that can be accessed through, Holdings’ website is not part of this proxy statement/ prospectus. The website address is included as an inactive textual reference only.

Proposals to be Put to the Shareholders of GPAC at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the GPAC shareholders at the extraordinary general meeting and certain transactions contemplated by the Merger Agreement. Each of the Business Combination Proposal, the Domestication Proposal, the Charter Amendment Proposal, the NYSE Proposal and the Incentive Equity Plan Proposal (collectively, the “Condition Precedent Proposals”) is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Governing Documents Proposals and the Employee Stock Purchase Plan Proposal are conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned on any other proposal. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

As discussed in this proxy statement/prospectus, GPAC is asking its shareholders to approve by ordinary resolution the Merger Agreement, pursuant to which, among other things, on the date of Closing, promptly following the consummation of the Domestication, (i) Merger Sub will merge with and into Cosmos, with Cosmos as the surviving company in the First Merger and, after giving effect to the First Merger, Cosmos shall be a wholly-owned subsidiary of New Redwire; (ii) at the First Effective Time, the common units of Cosmos issued and outstanding as of immediately prior to the First Effective Time (other than units held by Cosmos as treasury units or owned by GPAC, Merger Sub or Cosmos immediately prior to the First Effective Time (which units will be cancelled for no consideration as part of the First Merger)) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the merger consideration comprised of $75,000,000 in cash, 37,200,000 shares of New Redwire Common Stock and 2,000,000 warrants to purchase shares of New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement, and (iii) immediately following the First Effective Time, Cosmos will merge with and into New Redwire, with New Redwire as the surviving company in the Second Merger. After giving effect to the Mergers, New Redwire will be the direct or indirect parent company for each of the direct and indirect subsidiaries of Cosmos prior to the Mergers.

After consideration of the factors identified and discussed in the section entitled “Business Combination Proposal—The GPAC Board’s Reasons for the Business Combination,” the GPAC Board concluded that the Business Combination met all or most of the criteria and guidelines disclosed in the prospectus for GPAC’s initial public offering and determined that the businesses of Redwire had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement. For additional information about the transactions contemplated by the Merger Agreement, please see “Business Combination Proposal.”

Consideration to Holdings in the Business Combination

The merger consideration is comprised of $75,000,000 in cash, 37,200,000 shares of New Redwire Common Stock and 2,000,000 warrants to purchase shares of New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement. For additional information, please see “Business Combination Proposal—Business Combination Consideration.”

Conditions to Closing of the Business Combination

The consummation of the Business Combination is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the


 

8


Table of Contents

HSR Act relating to the transactions contemplated by the Merger Agreement having expired or been terminated; (iii) GPAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the Business Combination and the PIPE Financing; (iv) the Minimum Closing Cash Condition; (v) the shares of New Redwire Common Stock to be issued in connection with the First Merger being approved for listing on the NYSE, subject to official notice of issuance; and (vi) the consummation of the Domestication. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. For additional information, please see “Business Combination Proposal—Conditions to Closing of the Business Combination.”

Domestication Proposal

As discussed in this proxy statement/prospectus, GPAC will ask its shareholders to approve by special resolution the Domestication Proposal. The GPAC Board has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of GPAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while GPAC is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon Domestication, New Redwire will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law, as well as the Existing Governing Documents and the Proposed Governing Documents. The approval of each of the Domestication Proposal and the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter. Accordingly, we encourage shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.”

Charter Amendment and Governing Documents Proposals

As discussed in this proxy statement/prospectus, GPAC will ask its shareholders to approve by special resolution the Charter Amendment Proposal. The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

GPAC will ask its shareholders to approve by non-binding, advisory resolution four (4) separate Governing Documents Proposals in connection with the replacement of the Existing Governing Documents, under Cayman Islands law, with the Proposed Governing Documents, under the DGCL. The GPAC Board has unanimously approved each of the Governing Documents Proposals. A brief summary of each of the Governing Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Governing Documents.

 

   

Governing Documents Proposal A—to authorize the change in the authorized share capital of GPAC from (i) US$25,200 divided into 230,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 2,000,000 preference shares, par value $0.0001 per share, to (ii) 500,000,000 shares of New Redwire Common Stock and 100,000,000 shares of New Redwire Preferred Stock.

 

   

Governing Documents Proposal B—to authorize the New Redwire Board to issue all or any shares of New Redwire Preferred Stock in one or more series and to fix for each such series such voting powers, designations, preferences and rights and such qualifications, limitations or restrictions thereof, as may be determined by the New Redwire Board and as may be permitted by the DGCL.

 

   

Governing Documents Proposal C— to allow for the removal of the ability of New Redwire stockholders to take action by written consent in lieu of a meeting from and after the time that Holdings


 

9


Table of Contents
 

and its permitted transferees no longer beneficially own a majority of the voting power of the then-outstanding shares of capital stock of New Redwire.

 

   

Governing Documents Proposal D—to (i) change the post-Business Combination corporate name from “Genesis Park Acquisition Corp.” to “Redwire Corporation” (which is expected to occur upon the consummation of the Domestication), (ii) adopt the DGCL default rule of perpetual existence for New Redwire; (iii) adopt Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act of 1933, as amended, (iv) elect to not be governed by Section 203 of the DGCL and limit certain corporate takeovers by interested stockholders and (v) remove certain provisions related to our status as a blank check company that will no longer be applicable upon consummation of the Business Combination. The Proposed Governing Documents differ in certain material respects from the Existing Governing Documents, and we encourage shareholders to carefully consult the information set out in the section entitled “Governing Documents Proposals” and the full text of the Proposed Governing Documents of New Redwire, attached hereto as Annexes C and D. For additional information, please see “Domestication Proposal” and “Governing Documents Proposals.”

NYSE Proposal

Our shareholders are also being asked to approve, by ordinary resolution, the NYSE Proposal. Our units, public shares, and public warrants are listed on the NYSE and, as such, we are seeking shareholder approval for issuance of shares of New Redwire Common Stock in connection with the Business Combination and the PIPE Financing pursuant to NYSE Listing Rule 312.03. For additional information, please see “NYSE Proposal.”

Incentive Equity Plan Proposal

Our shareholders are also being asked to approve, by ordinary resolution, the Incentive Equity Plan Proposal. A total of 8,777,265 shares of New Redwire Common Stock will be reserved for issuance under the Incentive Equity Plan. The Incentive Equity Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase on the first day of each fiscal year, beginning with the 2022 fiscal year, in an amount equal to 2% of the outstanding number of shares of New Redwire Common Stock on the last day of the immediately preceding fiscal year or such lesser amount as determined by the New Redwire Board. For additional information, please see “Incentive Equity Plan Proposal.” The full text of the Incentive Equity Plan is attached hereto as Annex J.

Equity Stock Purchase Plan Proposal

Our shareholders are also being asked to approve, by ordinary resolution, the Employee Stock Purchase Plan Proposal. A total of 835,929 shares of New Redwire Common Stock will be reserved for issuance under the ESPP. Based on a price per share of $10.00, the maximum aggregate market value of the New Redwire Common Stock that could potentially be issued under the ESPP as of the Closing is $8,359,290. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2022 for a period of 10 years, by the lesser of 1.0% of the outstanding number of shares of New Redwire Common Stock on the last day of the immediately preceding fiscal year or an amount determined by the New Redwire Board. For additional information, please see “Employee Stock Purchase Plan Proposal.” The full text of the ESPP is attached hereto as Annex K.

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize GPAC to consummate the Business Combination, the GPAC Board may submit a proposal to adjourn


 

10


Table of Contents

the extraordinary general meeting to a later date or dates to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates. For additional information, please see “Adjournment Proposal.”

The GPAC Board’s Reasons for the Business Combination

GPAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The GPAC Board has sought to do this by utilizing the networks and industry experience of the Sponsor, the GPAC Board, the GPAC Advisory Committee and GPAC’s management to identify and acquire one or more businesses. The members of the GPAC Board, the GPAC Advisory Committee and GPAC’s management have extensive transactional experience, particularly in the aerospace and aviation sectors, and we believe we are well qualified to evaluate the transaction with Redwire.

In conducting a targeted search for a business combination target, GPAC utilized the global network and investing, industry, sector and transaction experience of the Sponsor, GPAC’s management, the GPAC Board, the GPAC Advisory Committee and GPAC’s advisors. In particular, the GPAC Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination Proposal:

 

   

Commercial Rationale: The GPAC Board noted that Redwire and the Business Combination presented several compelling qualities and characteristics, including but not limited to the following:

 

   

Large and Growing Market Opportunity: The industrialization of space is driving strong growth across the space industry.

 

   

Decades of Space Flight Heritage. Redwire has over 50 years of flight heritage and has been involved in over 150 satellite missions flown.

 

   

Purpose-Built Pure Play Independent Provider of Solutions for New Space: Redwire is an infrastructure supplier across all major space industry segments, and is aligned with premier customers on major programs.

 

   

Attractive Entry Valuation: New Redwire will have an anticipated enterprise value of $615 million, implying a 2.5x multiple of 2025 projected EBITDA as Redwire’s operations are expected to achieve scale.

 

   

Current Revenue, EBITDA, and Free Cash Flow: Unlike many of its competitors engaging in transactions with special purpose acquisition companies, Redwire generated revenue, EBITDA and free cash flow in 2020.

 

   

Valuable Proprietary Intellectual Property: Redwire has developed an extensive portfolio of proprietary technologies.

 

   

Potential Public Investor Enthusiasm for Space Companies: Since the advent of space exploration, there has been limited means for public investors to invest in the economic and strategic value of companies operating in the space industry. Redwire will provide investors the opportunity to invest in a company at the forefront of the new space economy that supplies key technology and services.

 

   

Experienced and Proven Management Team: Redwire’s management team has extensive experience in key aspects of the aerospace industry.

 

   

Access to Working Capital: The approximately $102 million (or $24 million net of $78 million of indebtedness assumed in connection with the closing of the Business Combination) of cash


 

11


Table of Contents
 

expected to be available on Redwire’s balance sheet after the completion of the Business Combination (assuming no redemptions by GPAC shareholders) to fund go forward operations and support Redwire’s continued growth after the completion of the Business Combination.

 

   

Financial Condition: Redwire’s historical financial results and outlook, debt structure, strength of its balance sheet and go-forward business and financial plan and model.

 

   

Best Available Opportunity: The GPAC Board determined, after a thorough review of other business combination opportunities available to GPAC, that the proposed Business Combination represents the best potential business combination for GPAC.

 

   

Continued Ownership by Holdings: The GPAC Board considered that Holdings would be receiving a significant amount of New Redwire Common Stock as consideration and would be the largest stockholder of New Redwire.

 

   

Results of Due Diligence: The GPAC Board considered the scope of the due diligence investigation conducted by GPAC’s management and outside advisors and evaluated the results thereof and information available to it related to Redwire.

 

   

Terms of the Merger Agreement: The GPAC Board reviewed and considered the terms of the Merger Agreement and the other related agreements.

The GPAC Board also considered a variety of uncertainties and risks and other potentially negative factors, although not weighted or in any order of significance, concerning the Business Combination, including but not limited to the following:

 

   

Potential Inability to Complete the Business Combination: The GPAC Board considered the possibility that the Business Combination may not be completed and the potential adverse consequences to GPAC if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction.

 

   

Redwire’s Business Risks: The GPAC Board considered that GPAC shareholders would be subject to the business risks associated with Redwire if they retained their public shares following the closing of the Business Combination, which were different from the risks related to holding public shares of GPAC prior to the Closing.

 

   

Post-Business Combination Governance; Terms of the Investor Rights Agreement: The GPAC Board considered the corporate governance provisions of the Merger Agreement, the Investor Rights Agreement and the Proposed Governing Documents and the effect of those provisions on the governance of New Redwire following the Closing, in particular Holdings’ ability to control or influence the outcome of actions after the closing even when it no longer controls a majority of the common stock and its ability to designate directors to the board of New Redwire;

 

   

Limitations of Review: The GPAC Board considered that they were not obtaining an opinion from any independent investment banking or accounting firm that the price GPAC is paying to acquire Redwire is fair to GPAC or its shareholders from a financial point of view.

 

   

No Survival of Remedies for Breach of Representations, Warranties or Covenants of Cosmos or Holdings: The GPAC Board considered that the terms of the Merger Agreement provide that GPAC will not have any surviving remedies after the Closing to recover for losses as a result of any inaccuracies or breaches of Cosmos’ and Holdings’ representations, warranties or covenants set forth in the Merger Agreement.

 

   

Litigation: The GPAC Board considered the possibility of litigation challenging the Business Combination.


 

12


Table of Contents
   

Fees and Expenses: The GPAC Board considered the fees and expenses associated with completing the Business Combination.

 

   

Diversion of Management Attention: The GPAC Board considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Redwire’s business.

 

   

COVID -19: The GPAC Board considered the uncertainties regarding the potential impacts of the COVID-19 virus and related economic disruptions on Redwire’s operations and demand for its products and services.

For more information about the GPAC Board’s decision-making process concerning the Business Combination, please see “The Business Combination Proposal—The GPAC Board’s Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into in connection with the Merger Agreement. For additional information, please see “Business Combination Proposal—Related Agreements.”

PIPE Financing

GPAC entered into Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have agreed to subscribe for and purchase from GPAC, and GPAC has agreed to issue and sell to the PIPE Investors, following the Domestication, an aggregate of 10,000,000 shares of New Redwire Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $100,000,000 (the “PIPE Financing”). The shares of New Redwire Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. GPAC will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The counterparties to certain of the Subscription Agreements are directors, officers or affiliates of the Sponsor and such Subscription Agreements have been approved by GPAC’s audit committee in accordance with GPAC’s related persons transaction policy. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. For additional information, please see “Business Combination Proposal—Related Agreements—PIPE Financing.”

Investor Rights Agreement

Pursuant to the Merger Agreement, Genesis Park and the Sponsor entered into an Investor Rights Agreement with GPAC, Holdings and Jefferies to, among other things, set forth their agreements with respect to certain governance matters, registration rights and lock-up periods from and after the Closing.

In particular, the Investor Rights Agreement provides the following rights and obligations:

 

   

Governance matters. The New Redwire Board will consist of seven directors, four of which will be independent directors and as of the Closing, (i) Holdings and certain of its affiliates (the “Partners”) will have the right to nominate five of such directors, three of which will be independent directors, and (ii) the Sponsor and certain of its affiliates will have the right to nominate two of such directors, one of which will be an independent director, subject to the terms described in “Business Combination Proposal—Related Agreements—Investor Rights Agreement.”

 

   

Registration rights. Certain of the securities of New Redwire held directly or indirectly by the Partners, the Sponsor, Genesis Park, Jefferies and each other person who joins in the Investor Rights Agreement,


 

13


Table of Contents
 

or by any of their respective permitted transferees (collectively, “Holders”) will be entitled to include such shares in the resale shelf registration statement to be filed by New Redwire no later than 45 days following the Closing Date, subject to the terms described in “Business Combination Proposal—Related Agreements—Investor Rights Agreement.” The Partners will also be entitled to unlimited demand rights at any time a shelf registration statement is not effective and all Holders will be entitled to customary piggy-back rights, subject to customary cut-back provisions.

 

   

Lock-up. The Holders (other than Genesis Park) have agreed not to sell, transfer, pledge or otherwise dispose of shares of registrable securities for 180 days, subject to the exceptions and other terms described in “Business Combination Proposal—Related Agreements—Investor Rights Agreement.”

 

   

Adjustments. Appropriate adjustments will be made to the foregoing provisions in the event of any changes in New Redwire Common Stock as a result of any stock split, stock dividend, combination or reclassification, or through any merger, consolidation, recapitalization or other similar event.

Voting and Support Agreement

In connection with the Merger Agreement, each of Genesis Park II LP (“Genesis Park”) and certain funds managed by Crescent Park Management, L.P (“Crescent Park” and such funds, the “Crescent Park Funds”) has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. For additional information, please see “Business Combination Proposal—Related Agreements—Voting and Support Agreement.”

Sponsor Agreement

Pursuant to the Merger Agreement, GPAC, the Sponsor and each officer and director of GPAC that was originally a party to the Sponsor Agreement entered into an amended and restated Sponsor Agreement (as so amended and restated, the “Sponsor Agreement”) pursuant to which the Sponsor and each Insider have agreed, among other things, to (i) vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to its shares in GPAC prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. The Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. For additional information, please see “Business Combination Proposal—Related Agreements—Sponsor Agreement.”

Warrant Forfeiture Agreement

In connection with the execution of the Merger Agreement, GPAC, the Sponsor, Jefferies, Cosmos and Holdings entered into a Forfeiture Agreement (the “Warrant Forfeiture Agreement”), pursuant to which, immediately prior to (and contingent upon) the Closing, the Sponsor and Jefferies will forfeit and surrender to GPAC for no consideration an aggregate of 2,000,000 private placement warrants, of which (i) the Sponsor will forfeit and surrender to GPAC 1,886,000 warrants and (ii) Jefferies will forfeit and surrender to GPAC 114,000 warrants, in each case that were acquired by the Sponsor and Jefferies in a private placement concurrently with GPAC’s initial public offering. Pursuant to the Warrant Forfeiture Agreement, such surrendered and forfeited private placement warrants will be retired and cancelled and each of the Sponsor and Jefferies has agreed not to directly or indirectly transfer or otherwise dispose of such private placement warrants other than pursuant to such forfeitures. For additional information, please see “Business Combination Proposal—Related Agreements—Warrant Forfeiture Agreement.”


 

14


Table of Contents

Ownership of New Redwire

As of the date of this proxy statement/prospectus, there are (i) 16,377,622 Class A ordinary shares outstanding underlying units issued in GPAC’s initial public offering, (ii) 4,094,406 Class B ordinary shares outstanding held by the Sponsor, (iii) 7,732,168 private placement warrants outstanding of which 7,292,541 are held by the Sponsor and 439,627 are held by Jefferies, and (iv) 8,188,811 public warrants outstanding. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Redwire Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming that none of GPAC’s outstanding public shares are redeemed in connection with the Business Combination), GPAC’s fully-diluted share capital, giving effect to the exercise of all of the private placement warrants and public warrants, would be 36,393,007 ordinary shares.

Pursuant to the Warrant Forfeiture Agreement, immediately prior to (and contingent upon) the Closing, the Sponsor and Jefferies will surrender and forfeit to GPAC for no consideration an aggregate of 2,000,000 private placement warrants, with such amount of warrants corresponding to the number of newly issued warrants to purchase shares of New Redwire Common Stock to be issued by New Redwire to Holdings upon consummation of the Business Combination. Of such surrendered and forfeited private placement warrants, 1,886,000 will be surrendered and forfeited by the Sponsor and 114,000 will be surrendered and forfeited by Jefferies. The new warrants to be issued to Holdings will be identical to the private placement warrants surrendered and forfeited by the Sponsor and Jefferies, including that such newly issued warrants will be designated as private placement warrants under the GPAC Warrant Agreement.

The following table illustrates varying estimated ownership levels in New Redwire Common Stock immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions: (i) 37,200,000 shares of New Redwire Common Stock are issued to Holdings at the Closing; (ii) 10,000,000 shares of New Redwire Common Stock are issued to the PIPE Investors in the PIPE Financing; and (iii) no public warrants or private placement warrants to purchase New Redwire Common Stock that will be outstanding immediately following the Closing have been exercised. If the actual facts are different than these assumptions, the ownership percentages in New Redwire will be different.

 

     Share Ownership in New Redwire  
     No redemptions     Maximum redemptions(1)  
    

Percentage of Outstanding

Shares

   

Percentage of Outstanding

Shares

 

GPAC public shareholders

     24.2     14.0

Sponsor(2)

     6.1     6.9

PIPE Investors

     14.8     16.8

Holdings

     54.9     62.3

 

(1)

Assumes that 8,004,296 of GPAC’s outstanding public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Closing Cash Condition based on a per share redemption price of $10.15 per share) are redeemed in connection with the Business Combination.

(2)

Includes 4,094,406 Class B ordinary shares held by the Sponsor originally acquired prior to or in connection with GPAC’s initial public offering.

For further details, see “Business Combination Proposal—Consideration to Holdings in the Business Combination.”


 

15


Table of Contents

Date, Time, and Place of Extraordinary General Meeting of GPAC’s Shareholders

The extraordinary general meeting of GPAC, will be held at            Eastern Time, on             , 2021, at the offices of Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, New York 10019 and virtually via the Internet by visiting https://www.cstproxy.com/genesispark/sm2021 to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of GPAC directors, officers, employees and shareholders, GPAC shareholders are encouraged to attend the extraordinary general meeting virtually via the Internet.

Voting Power; Record Date

GPAC shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on            2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. As of the close of business on the record date, there were 20,472,028 ordinary shares issued and outstanding, of which 16,377,622 were issued and outstanding public shares.

Quorum and Vote of GPAC Shareholders

A quorum of GPAC shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 10,236,015 ordinary shares would be required to achieve a quorum.

The Sponsor and each of our officers and directors has, pursuant to the Sponsor Agreement, agreed, among other things, to vote all of their ordinary shares in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. Additionally, each of Genesis Park and the Crescent Park Funds has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination, and the Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. As of the date of this proxy statement/prospectus, the Sponsor, Genesis Park, the Crescent Park Funds and our officers and directors collectively own approximately 38.0% of the issued and outstanding ordinary shares of GPAC. As a result, in addition to the ordinary shares owned by the Sponsor, Genesis Park, the Crescent Park Funds and our officers and directors, (i) for proposals requiring at least a majority of the votes cast by the holders of the issued and outstanding ordinary shares, we would need 2,449,484, or 15.0% (assuming all outstanding ordinary shares are voted), or no ordinary shares (assuming only the minimum number of ordinary shares representing a quorum are voted), in each case, of the 16,377,622 issued and outstanding public shares in order to approve each such proposal, and (ii) for proposals requiring the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter, we would need 5,861,495, or 35.8% (assuming all outstanding ordinary shares are voted), or no ordinary shares (assuming only the minimum number of ordinary shares representing a quorum are voted), in each case, of the 16,377,622 issued and outstanding public shares, in each case, in order to approve each respective


 

16


Table of Contents

proposal. See “Business Combination Proposal—Related Agreements—Sponsor Agreement” and “Business Combination Proposal—Related Agreements—Voting and Support Agreements” in the accompanying proxy statement/prospectus for more information related to the Sponsor and Voting and Support Agreements.

The proposals presented at the extraordinary general meeting require the following votes:

 

   

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

 

   

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

 

   

Charter Amendment Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

 

   

Governing Documents Proposals: The approval of the Governing Documents Proposals requires the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote at the extraordinary general meeting. Because the votes on the Governing Documents Proposals are advisory only, they will not be binding.

 

   

NYSE Proposal: The approval of the NYSE Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

 

   

Incentive Equity Plan Proposal: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote vote on such matter.

 

   

Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

 

   

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

Redemption Rights

Pursuant to the Existing Governing Documents, a public shareholder may request that New Redwire redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if: (a) you (i) hold public shares or (ii) if you hold public shares through units, you elect to separate your units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares; (b) you submit a written request to Continental in which you (i) request that New Redwire redeem all or a portion of your public


 

17


Table of Contents

shares for cash and (ii) identify yourself as the beneficial holder of the public shares; and provide your legal name, phone number and address; and (c) you deliver your public shares to Continental, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m. Eastern Time, on                , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal.

If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, New Redwire will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of                 2021, this would have amounted to approximately $                 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and accordingly it is shares of New Redwire Common Stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of GPAC—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

The Sponsor and each of our officers and directors has, pursuant to the Sponsor Agreement, agreed, among other things, to vote all of their ordinary shares in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination, and the Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Additionally, each of Genesis Park and the Crescent Park Funds has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor, Genesis Park, the Crescent Park Funds and our officers and directors collectively own approximately 38.0% of the issued and outstanding ordinary shares of


 

18


Table of Contents

GPAC. See “Business Combination Proposal—Related Agreements—Sponsor Agreement” and “Business Combination Proposal—Related Agreements—Voting and Support Agreements” in the accompanying proxy statement/prospectus for more information related to the Sponsor Agreement and the Voting and Support Agreements.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither GPAC shareholders nor GPAC warrantholders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. GPAC has engaged Morrow Sodali to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of GPAC—Revoking Your Proxy.”

Interests of GPAC Directors and Executive Officers in the Business Combination

When you consider the recommendation of the GPAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and GPAC’s directors and executive officers have interests in such proposal that are different from, or in addition to (and which may conflict with), those of GPAC shareholders and warrantholders generally. These interests include, among other things, the interests listed below:

 

   

the fact that the Sponsor and the Insiders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor and the Insiders have agreed vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the 4,094,406 Class B ordinary shares it currently owns and such securities had an estimated aggregate market value of $41,353,500.60 based upon the closing price of $10.10 per public share on the NYSE on June 25, 2021, and such securities may have a significantly higher value at the time of the Business Combination;

 

   

the fact that the Sponsor paid $7,292,541 for its private placement warrants and such warrants had an estimated aggregate market value of $15,751,888.56 based upon the closing price of $2.16 per public warrant on the NYSE on June 25, 2021, and such warrants would be worthless if a business combination is not consummated by May 27, 2022 (unless such date is extended in accordance with the Existing Governing Documents);

 

   

the fact that the Sponsor and GPAC’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if GPAC fails to complete an initial business combination by May 27, 2022;

 

   

the fact that the Investor Rights Agreement will be entered into by the Sponsor;

 

   

the fact that the Sponsor entered into the Sponsor Agreement pursuant to which the lock-up period to which the Sponsor and our directors and executive officers are subject was amended to provide for


 

19


Table of Contents
 

termination of the lock-up period 180 days after the consummation of the Business Combination (other than with respect to the private placement warrants and the New Redwire Common Stock underlying such warrants, for which the termination of the lock-up period is 30 days after the consummation of the Business Combination, and with respect to any equity securities acquired in connection with the PIPE Financing, which will not be subject to a lock-up period);

 

   

the continued indemnification of GPAC’s directors and officers and the continuation of GPAC’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

 

   

the fact that certain GPAC directors will continue as directors of New Redwire;

 

   

the fact that the Sponsor and GPAC’s officers and directors will lose their entire investment in GPAC and will not be reimbursed for any out-of-pocket expenses, which expenses amounted to approximately $62,258 as of June 30, 2021, if an initial business combination is not consummated by May 27, 2022; and

 

   

the fact that if the trust account is liquidated, including in the event GPAC is unable to complete an initial business combination by May 27, 2022, the Sponsor has agreed to indemnify GPAC to ensure that the proceeds in the trust account are not reduced below $10.15 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which GPAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to GPAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account.

The Sponsor and each of our officers and directors has, pursuant to the Sponsor Agreement, agreed, among other things, to vote all of their ordinary shares in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination, and the Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Additionally, each of Genesis Park and the Crescent Park Funds has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor, Genesis Park, the Crescent Park Funds and our officers and directors collectively own approximately 38.0% of the issued and outstanding ordinary shares of GPAC. For more information related to the Sponsor Agreement and Voting and Support Agreements, see “Business Combination Proposal—Related Agreements—Sponsor Agreement” and “—Voting and Support Agreements” in the accompanying proxy statement/prospectus.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding GPAC or its securities, the Sponsor, Holdings, Cosmos and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Redwire and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Governing Documents


 

20


Table of Contents

Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Charter Amendment Proposal being approved by the affirmative vote of holders of at least two-thirds of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, and who vote on such matter, (iii) the Minimum Closing Cash Condition is met and otherwise limit the number of public shares electing to redeem and (iv) New Redwire’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the Business Combination and the PIPE Financing.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of personal and financial interests of one or more of GPAC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of GPAC and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, the personal and financial interests of our initial shareholders as well as GPAC’s directors and executive officers may have influenced their motivation in identifying and selecting Redwire as a business combination target, and may influence their motivation in completing the Business Combination and the operation of the business of New Redwire following the Business Combination. In considering the recommendations of the GPAC Board to vote for the proposals, GPAC’s shareholders should consider these interests.

Recommendation to Shareholders of GPAC

The GPAC Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of GPAC and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the Governing Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of GPAC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of GPAC and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, GPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder in GPAC. See the section entitled “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.


 

21


Table of Contents

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination assuming a Closing Date of March 31, 2021, and (i) assuming that none of GPAC’s outstanding public shares are redeemed in connection with the Business Combination and (ii) assuming 8,004,296 Class A ordinary shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Closing Cash Condition based on a per share redemption price of $10.15 per share) are redeemed in connection with the Business Combination.

No Redemption

 

Source of Funds(1)

    

Uses(1)

 

(in thousands)

        

Existing Cash Held in Trust
Account(2)

   $ 166,272     

Share Merger Consideration to Holdings(3)

   $ 372,000  

Share Merger Consideration to Holdings(3)

   $ 372,000     

Cash Merger Consideration to Holdings

   $ 75,000  

PIPE Financing(3)

   $ 100,000      Transaction Fees and Expenses    $ 47,700  
      SVB Payoff Amount    $ 42,000  
      Remaining Cash to Balance Sheet    $ 101,572  
  

 

 

       

 

 

 

Total Sources

   $ 638,272      Total Uses    $ 638,272  
  

 

 

       

 

 

 

 

(1)

Totals might be affected by rounding.

(2)

As of March 31, 2021.

(3)

Shares issued to Holdings and the PIPE Investors are at a deemed value of $10.00 per share. Assumes 37,200,000 shares are issued to Holdings and 10,000,000 shares are issued to the PIPE Investors.

Maximum Redemption

 

Source of Funds(1)

    

Uses(1)

 

(in thousands)

        

Existing Cash Held in Trust
Account(2)

   $ 166,272     

Share Merger Consideration to Holdings(3)

   $ 372,000  

Share Merger Consideration to Holdings(3)

   $ 372,000     

Cash Merger Consideration to Holdings

   $ 75,000  

PIPE Financing(3)

   $ 100,000      Transaction Fees and Expenses    $ 47,700  
      SVB Payoff Amount    $ 42,000  
     

GPAC Public Shareholder Redemptions

   $ 81,244  
      Remaining Cash to Balance Sheet    $ 20,328  
  

 

 

       

 

 

 

Total Sources

   $ 638,272      Total Uses    $ 638,272  
  

 

 

       

 

 

 

 

(1)

Totals might be affected by rounding.

(2)

As of March 31, 2021.

(3)

Shares issued to Holdings and the PIPE Investors are at a deemed value of $10.00 per share. Assumes 37,200,000 shares are issued to Holdings and 10,000,000 shares are issued to the PIPE Investors.


 

22


Table of Contents

U.S. Federal Income Tax Considerations

Based on, and subject to, the assumptions, qualifications and limitations set forth in the opinion included as Exhibit 8.1 hereto, it is the opinion of Willkie Farr & Gallagher LLP that the Domestication should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, as discussed more fully under “U.S. Federal Income Tax Considerations.” However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as GPAC, this result is not entirely clear. In the case of a transaction, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—U.S. Holders” below) will be subject to Section 367(b) of the Code and, as a result of the Domestication:

 

   

a U.S. Holder whose public shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of GPAC’s earnings in income;

 

   

a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually and constructively) less than 10% of the total combined voting power of all classes of our shares entitled to vote and less than 10% of the total value of all classes of our shares will generally recognize gain (but not loss) on the exchange of public shares for shares of New Redwire Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its public shares provided certain other requirements are satisfied; and

 

   

a U.S. Holder whose public shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of our shares entitled to vote or 10% or more of the total value of all classes of our shares will generally be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its public shares provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (participation exemption).

GPAC does not expect to have significant cumulative earnings and profits through the date of the Domestication.

In the case of a transaction, such as the Domestication, that should qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares for shares of New Redwire Common Stock pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of the shares of New Redwire Common Stock received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding public shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s shares of New Redwire Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor on the tax consequences to them of the Domestication,


 

23


Table of Contents

including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws. For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of GPAC as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New Redwire immediately following the Domestication will be the same as those of GPAC immediately prior to the Domestication.

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, GPAC has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) members of Holdings’ senior management will hold all of New Redwire’s key management positions; (ii) Holdings will have the largest voting interest in New Redwire under any redemption scenario; (iii) five of the seven members of the New Redwire Board will initially be selected by Holdings and its permitted transferees; (iv) the Redwire Subsidiaries will comprise the ongoing operations of New Redwire; and (v) Redwire is larger in relative size than GPAC. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of Redwire with the Business Combination being treated as the equivalent of Redwire issuing stock for the net assets of GPAC, accompanied by a recapitalization. The net assets of GPAC will be stated at historical costs, with no goodwill or other intangible assets recorded.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The GPAC portion of the Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. GPAC and Redwire filed the required forms under the HSR Act with the Antitrust Division and the FTC on April 8, 2021 and the 30-day waiting period expired at 11:59 p.m., New York City time, on May 10, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of New Redwire’s assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. GPAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, GPAC cannot assure you as to its result.

Neither GPAC nor Redwire are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period


 

24


Table of Contents

under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

GPAC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. GPAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, GPAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of GPAC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

New Redwire will qualify as an “emerging growth company.” New Redwire will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of GPAC’s initial public offering, (b) in which New Redwire has total annual gross revenue of at least $1.07 billion, or (c) in which New Redwire is deemed to be a large accelerated filer, which means the market value of the common equity of New Redwire that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which New Redwire has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, GPAC is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. New Redwire will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the common equity of New Redwire held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.


 

25


Table of Contents

Risk Factors

In evaluating the proposals to be presented at the GPAC extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” Such risks include, but are not limited to:

 

   

Redwire’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter;

 

   

Redwire’s projections of future financial results are based on a number of assumptions by Redwire’s management, some or all of which may prove to be incorrect, and actual results may differ materially and adversely from such projections;

 

   

if Redwire is unable to successfully integrate its recently completed and pending acquisitions or successfully select, execute or integrate future acquisitions into the business, Redwire’s operations and financial condition could be materially and adversely affected;

 

   

the market for in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential that GPAC and Redwire expect or may grow more slowly than expected;

 

   

Redwire may not be able to convert its orders in backlog into revenue;

 

   

if Redwire fails to adequately protect its intellectual property rights, its competitive position could be impaired and its intellectual property applications for registration may not issue or be registered, which could have a material adverse effect on Redwire’s ability to prevent others from commercially exploiting projects similar to Redwire’s;

 

   

protecting and defending against intellectual property claims could have a material adverse effect on Redwire’s business;

 

   

Redwire’s business is subject to a wide variety of extensive and evolving government laws and regulations, and failure to comply with such laws and regulations could have a material adverse effect on Redwire’s business;

 

   

Redwire has government customers, which subjects Redwire to risks including early termination, audits, investigations, sanctions and penalties;

 

   

data breaches or incidents involving Redwire’s technology could damage its business, reputation and brand and substantially harm its business and results of operations;

 

   

Redwire is highly dependent on its senior management team and other highly skilled personnel, and if it is not successful in attracting or retaining highly qualified personnel, it may not be able to successfully implement its business strategy;

 

   

Redwire’s operating results may fluctuate significantly, which makes its future operating results difficult to predict and could cause its operating results to fall below expectations or any guidance that Redwire may provide;

 

   

Redwire will incur significant expenses and capital expenditures in the future to execute its business plan and it may be unable to adequately control its expenses;

 

   

Redwire’s ability to successfully implement its business plan will depend on a number of factors outside of its control;

 

   

Redwire’s management has limited experience in operating a public company;

 

   

Redwire may not be able to successfully develop its technology and services;


 

26


Table of Contents
   

competition with existing or new companies could cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share;

 

   

the current pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, may continue to disrupt and adversely affect Redwire’s business;

 

   

adverse publicity stemming from any incident involving Redwire or its competitors could have a material adverse effect on Redwire’s business, financial condition and results of operations;

 

   

Redwire may not be able to adapt to and satisfy customer demands in a timely and cost-effective manner;

 

   

Redwire may not be able to respond to commercial industry cycles in terms of cost structure, manufacturing capacity, and/or personnel needs;

 

   

any delays in the development, design, engineering and manufacturing of Redwire’s products and services may adversely affect Redwire’s business, financial condition and results of operations;

 

   

Redwire may be adversely affected by other economic, business, and/or competitive factors;

 

   

events, changes or other circumstances, many of which are beyond the control of GPAC and Redwire, could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;

 

   

any legal proceedings that may be instituted against GPAC, Redwire, New Redwire or others following the announcement of the Business Combination and any definitive agreements with respect thereto could affect the ability of the parties to complete the Business Combination in a timely manner, or at all, and could adversely affect the business, financial condition and results of operations of New Redwire following the consummation of the Business Combination;

 

   

the consummation of the Business Combination is subject to a number of conditions, many of which are beyond the control of GPAC and Redwire, including the approval of the shareholders of GPAC;

 

   

the restatement of GPAC’s financial statements in May 2021 has subjected GPAC to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings;

 

   

each of GPAC and Redwire has identified material weaknesses in its internal control over financial reporting that, if not remediated, may not allow GPAC and, following the closing of the Business Combination, New Redwire, to report its financial condition or results of operations accurately or timely;

 

   

changes to the proposed structure of the Business Combination could be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

 

   

GPAC and, following the closing of the Business Combination, New Redwire, may be unable to meet stock exchange listing standards;

 

   

the announcement, pendency and consummation of the Business Combination could disrupt the current plans and operations of Redwire;

 

   

the benefits of the Business Combination may not be realized to the extent currently anticipated by GPAC and Redwire, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of New Redwire to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

 

   

the costs related to the Business Combination could be significantly higher than currently anticipated;


 

27


Table of Contents
   

changes in applicable laws or regulations could impact the ability of the parties to consummate the Business Combination in a timely manner or at all;

 

   

substantial future sales or other issuances of our common stock could depress the market for our common stock; and

 

   

other factors detailed under the section entitled “Risk Factors.”


 

28


Table of Contents

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “summary pro forma data”) gives effect to the acquisition by Cosmos Acquisition, LLC (“Cosmos”) of (i) Adcole Space, LLC, a business unit of Adcole Corporation, on March 2, 2020 (the “Adcole Acquisition”), (ii) In Space Group, Inc. and its subsidiaries on June 22, 2020 (the “MIS Acquisition”), (iii) Roccor, LLC on October 28, 2020 (the “Roccor Acquisition”), (iv) Deployable Space Systems, Inc. on February 17, 2021 (the “DPSS Acquisition”), (v) Deep Space Systems, Inc. on June 1, 2020 (the “DSS Acquisition”), LoadPath, LLC on December 11, 2020 (the “LoadPath Acquisition”), and Oakman Aerospace, Inc. on January 15, 2021 (the “Oakman Acquisition”) (collectively, the “Other Acquisitions”) and (vi) the Business Combination, in each case as described under “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, GPAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Cosmos issuing stock for the net assets of GPAC, accompanied by a recapitalization. The net assets of GPAC are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Cosmos together with its direct and indirect subsidiaries.

The summary unaudited pro forma condensed combined balance sheet data as of March 31, 2021 gives effect to the Business Combination as if it had occurred on March 31, 2021.

The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2020 gives effect to the Adcole Acquisition, the MIS Acquisition, the Roccor Acquisition, the DPSS Acquisition, the Other Acquisitions, and the Business Combination, in each case, as if they had occurred on January 1, 2020. The summary unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 gives effect to the DPSS Acquisition, the Other Acquisitions and the Business Combination, in each case, as if they had occurred on January 1, 2020.

The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “summary pro forma financial information”) appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the summary pro forma financial information. In addition, the summary pro forma financial information is based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of the entities for the applicable periods included in this proxy statement/prospectus. The summary unaudited pro forma data are not necessarily indicative of what the combined financial position or results of operations actually would have been had the Adcole Acquisition, the MIS Acquisition, the Roccor Acquisition, the DPSS Acquisition, the Other Acquisitions, or the Business Combination been completed as of the dates indicated. The unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Business Combination. In addition, the summary unaudited pro forma data does not purport to project the future financial position or operating results of New Redwire subsequent to the closing of the Adcole Acquisition, the MIS Acquisition, the Roccor Acquisition, the DPSS Acquisition, the Other Acquisitions, or the Business Combination.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of GPAC’s ordinary shares:

 

   

Assuming no redemptions: This presentation assumes that no GPAC Class A ordinary shares are redeemed.


 

29


Table of Contents
   

Assuming maximum redemptions: This presentation assumes that the maximum number of GPAC Class A ordinary shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Minimum Closing Cash Condition of $185 million. This is based on the amount of $166.3 million in the trust account as of March 31, 2021, inclusive of accrued dividends and PIPE Financing of $100.0 million in connection with the Business Combination, and a redemption price of $10.15 per share. Under this scenario, approximately 8,007,101 GPAC Class A ordinary shares may be redeemed and still enable GPAC to have sufficient cash to satisfy the Minimum Closing Cash Condition.

 

                   Pro Forma  
Unaudited pro forma condensed combined balance sheet
data as of March 31, 2021 (in thousands)
   GPAC      Redwire      No
Redemptions
     Maximum
Redemptions
 

Total assets

     167,605        211,395        314,347        233,075  

Total liabilities

     42,030        177,995        154,740        154,740  

Total equity

     125,575        33,400        159,607        78,335  

 

                   Pro Forma  
Unaudited pro forma condensed combined statement of
operations data for the year ended December 31, 2020 (in
thousands, except per share or per unit data)
   GPAC      Redwire      No
Redemptions
     Maximum
Redemptions
 

Revenues

     —          40,785        117,919        117,919  

Operating loss

     (40      (16,946      (69,317      (69,317

Net loss

     (12,262      (14,374      (58,655      (58,655

 

                   Pro Forma  
Unaudited pro forma condensed combined statement of
operations data for the three months ended March 31, 2021 (in
thousands, except per share or per unit data)
   GPAC      Redwire      No
Redemptions
     Maximum
Redemptions
 

Revenues

     —          31,698        36,005        36,005  

Operating loss

     (214      (7,192      (6,859      (6,859

Net loss

     260        (7,674      (6,688      (6,688

 

30


Table of Contents

COMPARATIVE PER SHARE AND UNIT DATA

The following table sets forth summary historical comparative share and unit information for GPAC and Redwire and unaudited pro forma combined per share information after giving effect to the Adcole Acquisition, the MIS Acquisition, the Roccor Acquisition, the DPSS Acquisition, the Other Acquisitions and the Business Combination, assuming two redemption scenarios as follows:

 

   

Assuming no redemptions: This presentation assumes that no GPAC Class A ordinary shares are redeemed.

 

   

Assuming maximum redemptions: This presentation assumes that the maximum number of GPAC Class A ordinary shares are redeemed such that the remaining funds held in the trust account after the payment of the redeeming shares’ pro-rata allocation are sufficient to satisfy the Minimum Closing Cash Condition of $185 million. This is based on the amount of $166.3 million in the trust account as of March 31, 2021, inclusive of accrued dividends and PIPE Financing of $100.0 million in connection with the Business Combination, and a redemption price of $10.15 per share. Under this scenario, approximately 8,007,101 GPAC Class A ordinary shares may be redeemed and still enable GPAC to have sufficient cash to satisfy the Minimum Closing Cash Condition.

The pro forma book value information reflects the Business Combination as if it had occurred on March 31, 2021. The weighted average shares outstanding and net loss per share information reflect the Adcole Acquisition, the MIS Acquisition, the Roccor Acquisition, the DPSS Acquisition, the Other Acquisitions and the Business Combination as if they had occurred on January 1, 2020.

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of GPAC and Redwire and related notes. The unaudited pro forma condensed combined per share information of GPAC and Redwire is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined net loss per share information below does not purport to represent the net loss per share that would have occurred had the companies been combined during the periods presented, nor loss or earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of GPAC and Redwire would have been had the companies been combined during the periods presented.

 

     Historical      Pro Forma  
     GPAC      Redwire      No
Redemptions
     Maximum
Redemptions
 

As of and for the three months ended March 31, 2021(1)

           

Book value per share or unit(2)

   $ 0.58      $ 334,000      $ 2.36      $ 1.31  

Net loss per share or unit – basic and diluted(2)(3)

   $ 0.03      $ (76,737    $ (0.10    $ (0.11

 

(1)

The book value per share and net loss per share for GPAC Class A ordinary shares and Class B ordinary shares is the same for the respective periods. Thus, the book value per share and net loss per share are not presented separately for the different classes of GPAC Class A ordinary shares and Class B ordinary shares in the table above.

(2)

Book value per share is calculated as (a) total permanent equity at March 31, 2021 divided by (b) the total number of ordinary shares or units outstanding classified in permanent equity.

(3)

At March 31, 2021, GPAC had outstanding warrants to purchase up to 15,920,979 Class A ordinary shares. One whole warrant entitles the holder thereof to purchase one share of New Redwire Common Stock at a

 

31


Table of Contents
  price of $11.50 per share. New Redwire’s warrants are anti-dilutive on a pro forma basis and have been excluded from the diluted number of shares of New Redwire Common Stock outstanding at the time of Closing.

 

     Historical      Pro Forma  
     GPAC      Redwire      No
Redemptions
     Maximum
Redemptions
 

As of and for the twelve months ended December 31, 2020(1)

           

Book value per share or unit(2)

   $ 0.57      $ 391,950        

Net loss per share or unit – basic and diluted(2)(3)

   $ (1.39    $ (143,740    $ (0.87    $ (0.98

 

(1)

The book value per share and net loss per share for GPAC Class A ordinary shares and Class B ordinary shares is the same for the respective periods. Thus, the book value per share and net loss per share are not presented separately for the different classes of GPAC Class A ordinary shares and Class B ordinary shares in the table above.

(2)

Book value per share is calculated as (a) total permanent equity at December 31, 2020 divided by (b) the total number of ordinary shares or units outstanding classified in permanent equity.

(3)

At December 31, 2020, GPAC had outstanding warrants to purchase up to 15,920,979 Class A ordinary shares. One whole warrant entitles the holder thereof to purchase one share of New Redwire Common Stock at a price of $11.50 per share. New Redwire’s warrants are anti-dilutive on a pro forma basis and have been excluded from the diluted number of shares of New Redwire Common Stock outstanding at the time of Closing.

 

32


Table of Contents

RISK FACTORS

GPAC shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects.

Risks Relating to Redwire’s Business and Industry

The following risk factors will apply to Redwire’s business and operations following the completion of the Business Combination. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Redwire and its business, financial condition and prospects following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.” Redwire may face additional risks and uncertainties that are not presently known to it, or that it currently deems immaterial, which may also impair Redwire’s business or financial condition. The following discussion should be read in conjunction with the financial statements of Redwire and notes to the financial statements included herein.

Unless the context otherwise requires, all references in this subsection to the “Company,” “Redwire,” “we,” “us” or “our” refer to the business of Cosmos and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New Redwire and its subsidiaries following the consummation of the Business Combination.

Redwire’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

Redwire’s limited operating history makes it difficult to evaluate Redwire’s future prospects and the risks and challenges it may encounter. Risks and challenges Redwire has faced or expects to face include its ability to:

 

   

forecast its revenue and budget for and manage its expenses;

 

   

attract new customers and retain existing customers;

 

   

effectively manage its growth and business operations, including planning for and managing capital expenditures for its current and future space and space-related systems and services, managing its supply chain and supplier relationships related to its current and future product and service offerings, and integrating acquisitions;

 

   

comply with existing and new or modified laws and regulations applicable to its business, including the impact of Small Business Innovation Research (“SBIR”) and other small business set aside ineligibility of newly acquired entities;

 

   

anticipate and respond to macroeconomic changes and changes in the markets in which it operates;

 

   

maintain and enhance the value of its reputation and brand;

 

   

develop and protect intellectual property; and

 

   

hire, integrate and retain talented people at all levels of its organization.

If Redwire fails to address the risks and difficulties that it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, its business, financial condition

 

33


Table of Contents

and results of operations could be adversely affected. Further, because Redwire has limited historical financial data and operates in a rapidly evolving market, any predictions about its future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more developed market. Redwire has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Redwire’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.

Redwire’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Redwire’s management, any or all of which may prove to be incorrect or inaccurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Redwire’s actual operating results may differ materially and adversely from those forecasted or projected.

Redwire’s forecasts and projections included in this proxy statement/prospectus are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by Redwire’s management, any or all of which may prove to be incorrect or inaccurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Redwire’s actual operating results may differ materially and adversely from those forecasted or projected.

The forecasts and projections in this proxy statement/prospectus include forecasts and estimates relating to the expected size and growth of the markets for which Redwire operates or seeks to enter. Such markets may not develop or grow, or may develop and grow at a lower rate than expected, and even if these markets experience the forecasted growth described in this proxy statement/prospectus, Redwire may not grow its business at similar rates, or at all. Redwire’s future growth is subject to many factors, including, among others, its ability to develop and commercialize its products and the market’s adoption of its products, both of which are subject to risks and uncertainties, many of which are beyond Redwire’s control. Accordingly, the forecasts and estimates of market size and growth described in this proxy statement/prospectus should not be taken as indicative of Redwire’s future growth.

Our ability to grow our business depends on the successful development and continued refinement of many of our proprietary technologies, products, and service offerings, which is subject to many uncertainties, some of which are beyond our control.

The market for our products and services is characterized by rapid change and technological improvements. Failure to respond in a timely and cost-effective way to these technological developments would result in serious harm to our business and operating results. We have derived, and we expect to continue to derive, a substantial portion of our revenues from providing innovative products, engineering services and manufacturing and technical solutions that are based upon today’s leading technologies and that are capable of adapting to future technologies. As a result, our success will depend, in part, on our ability to develop and market product and service offerings that respond in a timely manner to the technological advances of our customers, evolving industry standards and changing customer preferences. We may not be successful in identifying, developing and marketing products or systems that respond to rapid technological change, evolving technical standards and systems developed by others.

We believe that, in order to remain competitive in the future, we will need to continue to invest significant financial resources to develop new offerings and technologies or to adapt or modify our existing offerings and technologies, including through internal research and development, acquisitions and joint ventures or other teaming arrangements. These expenditures could divert our attention and resources from other projects, and we cannot be sure that these expenditures will ultimately lead to the timely development of new offerings and technologies or identification of and expansion into new markets. Due to the design complexity of our products, we may, in the future, experience delays in completing the development and introduction of new products. Any

 

34


Table of Contents

delays could result in increased costs of development or deflect resources from other projects. In addition, there can be no assurance that the market for our products will develop or continue to expand or that we will be successful in newly identified markets as we currently anticipate. If we are unable to achieve sustained growth, we may be unable to execute our business strategy, expand our business or fund other liquidity needs and our business prospects, financial condition and results of operations could be materially and adversely affected. Furthermore, we cannot be sure that our competitors will not develop competing technologies that gain market acceptance in advance of our products.

We also rely on our customers to fund/co-fund development of new offerings and technologies. If our customers reduce their investments, that may impact our ability to bring new products and services to market and/or increase the investment it is necessary for Redwire to make in order to remain competitive, either of which could have a material adverse effect on our business, results of operations and financial condition.

Additionally, the possibility exists that our competitors might develop new technology or offerings that might cause our existing technology and offerings to become obsolete. If we fail in our new product development efforts or our products or services fail to achieve market acceptance more rapidly as compared to our competitors, our ability to procure new contracts could be negatively impacted, which could negatively impact our results of operations and financial condition.

Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

We operate in highly competitive markets and generally encounter intense competition to win contracts from many other firms, including lower and mid-tier federal contractors with specialized capabilities, large defense contractors and the federal government. Additionally, our markets are facing increasing industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering a more robust portfolio of products and services. We are subject to competition based upon product design, performance, pricing, quality, and services. Our product performance, engineering expertise, and product quality have been important factors in our growth. While we try to maintain competitive pricing on those products that are directly comparable to products manufactured by others, in many instances our products will conform to more exacting specifications and carry a higher price than analogous products. Many of our customers and potential customers have the capacity to design and internally manufacture products that are similar to our products. We face competition from research and product development groups and the manufacturing operations of current and potential customers, who continually evaluate the benefits of internal research, product development, and manufacturing versus outsourcing. Our defense prime contractor customers could decide to pursue one or more of our product development areas as a core competency and insource that technology development and production rather than purchase that capability from us as a supplier. This competition could result in fewer customer orders and a loss of market share.

Our primary competitors for satellite manufacturing contracts include Blue Canyon Technologies, Inc., York Space Systems and Tyvak Nano-Satellite Systems, Inc. We may also face competition in the future from emerging low-cost competitors in Europe, India, Russia and China. Competition in our guidance, navigation and control business is highly diverse, and while our competitors offer different products, there is often competition for contracts that are part of governmental budgets. Our major existing and potential competitors for our guidance, navigation and control business include Ball Aerospace & Technologies Corp., Space Micro Inc. and Bradford Space Inc. Our major existing competitor for our deployables business is Northrop Grumman Corporation and M.M.A. Design, LLC and our major and existing competitors for in-space manufacturing are Amergint Technologies and Maxar Technologies.

In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including

 

35


Table of Contents

significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with aerospace technology development activities for these competitors. This market environment may result in increased pressures on our pricing and other competitive factors.

We believe our ability to compete successfully in designing, engineering and manufacturing our products and services at significantly reduced cost to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations would be adversely affected.

As part of growing our business, we may make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, then our business, results of operations and financial condition could be materially adversely affected, and our stock price could decline.

Since our inception in 2020, we have made a number of acquisitions and, to date, we have limited experience operating such acquisitions, and have recently begun the integration of acquired technology and personnel. Failure to successfully identify, complete, manage and integrate acquisitions, including the acquisitions that we have made since our inception could materially and adversely affect our business, financial condition and results of operations and could cause New Redwire’s stock price to decline.

From time to time, we may undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. In addition to possible stockholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt our business strategy if it fails to do so. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. Further, depending on market conditions, investor perceptions of Redwire and other factors, we might not be able to obtain financing on acceptable terms, or at all, to implement any such transaction. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We may not be able to maintain or increase profitability or positive cash flow.

We expect our operating expenses to increase over the next several years as we scale our operations, increase research and development efforts relating to new offerings and technologies, and hire more employees. These

 

36


Table of Contents

efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from maintaining or increasing profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.

A pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, has disrupted and may continue to adversely affect our business.

The global spread of COVID-19 has disrupted certain aspects of our operations and may adversely impact our business operations and financial results, including our ability to execute on our business strategy and goals. Specifically, the continued spread of COVID-19 and precautionary actions taken related to COVID-19 have adversely impacted, and are expected to continue to adversely impact, our operations, including causing delays or disruptions in our supply chain; and decreasing our operational efficiency in the development of our systems, products, technologies and services. We are taking measures within our facilities to ensure the health and safety of our employees, which include universal facial coverings, rearranging facilities and facility utilization schedules to follow social distancing protocols and undertaking regular and thorough disinfecting of surfaces and tools. However, there can be no assurances that these measures will prevent disruptions due to COVID-19 within our workforce. These measures have also resulted in the reduction of operational efficiency within our impacted workforce, and we expect they will continue to do so.

The pandemic has also resulted in, and may continue to result in, significant disruption and volatility of global financial markets. This disruption and volatility may adversely impact our ability to access capital, which could in the future negatively affect our liquidity and capital resources. Given the rapid and evolving nature of the impact of the virus, responsive measures taken by governmental authorities and the uncertainty about its impact on society and the global economy, we cannot predict the extent to which it will affect our operations, particularly if these impacts persist or worsen over an extended period of time. To the extent COVID-19 adversely affects our business operations and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Adverse publicity stemming from any incident involving us, our customers, users of our products and services, other operators in the space sector or our competitors could have a material adverse effect on our business, financial condition and results of operations.

We are at risk of adverse publicity stemming from any public incident involving our company, our customers, users of our products and services, other operators in the space sector, our competitors or our people or our brand. If certain of our products and services are sold to customers, and such customers were to be involved in a public incident, accident or catastrophe this could create an adverse public perception of spaceflight and result in decreased customer demand for spaceflight experiences, which could cause a material adverse effect on our business, financial conditions and results of operations. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident or catastrophe. In the event that our insurance is inapplicable or not adequate, we may be forced to bear substantial losses from any such incident, accident or catastrophe.

If we are unable to adapt to and satisfy customer demands in a timely and cost-effective manner, our ability to grow our business may suffer.

The success of our business depends in part on effectively designing, producing and engineering developmental technologies related to satellites and space structures, testing of sensors and cameras/trackers used in space and satellite applications, providing engineering services and aerospace product development and developing products for deployable structure systems, thermal management systems and advanced manufacturing in the aerospace industry. If for any reason we are unable to continue to manufacture, design and develop technologies

 

37


Table of Contents

as planned or provide the services and products that our customers expect from us, this could have a material adverse effect on our business, financial condition and results of operations. If our current or future product and service offerings do not meet expected performance or quality standards, including with respect to customer safety and satisfaction, this could cause operational delays. In addition, any delay in manufacturing new products as planned could increase costs and cause our products and services to be less attractive to potential new customers. Further, certain government bodies may have priority with respect to the use of our products and services for national defense reasons, which may impact our cadence of producing and selling products and services to other customers. Any production, operational or manufacturing delays or other unplanned changes to our ability to design, develop and manufacture our products or offer our services could have a material adverse effect on our business, financial condition and results of operations.

Our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

A significant portion of our business relates to designing, developing, engineering and manufacturing advanced space technology products and systems. New technologies may be untested or unproven. Failure of some of these products and services could result in extensive property damage. Accordingly, we may incur liabilities that are unique to our products and services.

We endeavor to obtain insurance coverage from established insurance carriers to cover these risks and liabilities consistent with industry norms. However, the amount of insurance coverage that we maintain may not be adequate to cover all claims or liabilities. Existing coverage may be canceled while we remain exposed to the risk and it is not possible to obtain insurance to protect against all operational risks, natural hazards and liabilities.

We have historically insured certain of our products to the extent that insurance was available on acceptable premiums and other terms. The insurance proceeds received in connection with a partial or total loss of the functional capacity of certain of our products would not be sufficient to cover the replacement cost, if we choose to do so, of such products. In addition, this insurance will not protect us against all losses to our products due to specified exclusions, deductibles and material change limitations and it may be difficult to insure against certain risks, including on orbit performance of an overall system or portion of such a system. In addition, problems and delays in development or delivery as a result of issues with respect to design, technology, licensing and patent rights, labor, learning curve assumptions or materials and components could prevent us from achieving contractual requirements. In many circumstances, we may receive indemnification from the U.S. government. We generally do not receive indemnification from foreign governments.

The price and availability of insurance fluctuate significantly. Although we have historically been able to obtain insurance coverage, we cannot guarantee that we will be able to do so in the future. Any determination we make as to whether to obtain insurance coverage will depend on a variety of factors, including the availability of insurance in the market, the cost of available insurance and other factors. Insurance market conditions or factors outside our control at the time we are in the market for the required insurance, such as unrelated launch failures and on-orbit failures, could cause premiums to be significantly higher than current estimates and could reduce amounts of available coverage. The cost of our insurance has been increasing and may continue to increase. Higher premiums on insurance policies will reduce our operating income by the amount of such increased premiums. If the terms become less favorable than those currently available, there may be limits on the amount of coverage that we can obtain or we may not be able to obtain insurance at all.

In addition, any accident or incident for which we are liable, even if fully insured, could negatively affect our standing with our customers and the public, thereby making it more difficult for us to compete effectively, and could significantly impact the cost and availability of adequate insurance in the future. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair or insure our assets, which could have a material adverse impact on our financial condition and results of operations.

 

38


Table of Contents

If we fail to respond to commercial industry cycles in terms of our cost structure, manufacturing capacity, and/or personnel needs, our business could be seriously harmed.

The timing, length, and severity of the up-and-down cycles in the commercial space, defense, space and space related industries are difficult to predict. The cyclical nature of the industries in which we operate affects our ability to accurately predict future revenue, and in some cases, future expense levels. During down cycles in our industry, the financial results of our customers may be negatively impacted, which could result not only in a decrease in orders but also a weakening of their financial condition that could impair our ability to recognize revenue or to collect on outstanding receivables. When cyclical fluctuations result in lower than expected revenue levels, operating results may be adversely affected and cost reduction measures may be necessary in order for us to remain competitive and financially sound. We must be in a position to adjust our cost and expense structure to reflect prevailing market conditions and to continue to motivate and retain our key employees. If we fail to respond, then our business could be seriously harmed. In addition, during periods of rapid growth, we must be able to increase engineering and manufacturing capacity and personnel to meet customer demand. We can provide no assurance that these objectives can be met in a timely manner in response to industry cycles. Each of these factors could adversely impact our operating results and financial condition.

Any delays in the development, design, engineering and manufacturing of our products and services may adversely impact our business, financial condition and results of operations.

We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, production, delivery and servicing ramp of our systems, products, technologies, services, and related technology, including on account of the global COVID-19 health crisis. If delays like this arise or recur, if our remediation measures and process changes do not continue to be successful or if we experience issues with planned manufacturing improvements or design and safety, we could experience issues or delays in increasing production further.

If we encounter difficulties in scaling our delivery or servicing capabilities, if we fail to develop and successfully commercialize our products and services, if we fail to develop such technologies before our competitors, or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived to offer less mission assurance than those of our competitors, our business, financial condition and results of operations could be materially and adversely impacted.

Unsatisfactory performance of our products and services could have a material adverse effect on our business, financial condition and results of operation.

We manufacture, design and engineer highly sophisticated systems, products, technologies and services and offer onsite engineering services and aerospace product development that depends on complex technology. While we have built operational processes to ensure that the design, manufacture, performance and servicing meet rigorous performance goals, there can be no assurance that we will not experience operational or process failures and other problems, including through manufacturing or design defects, operator error, cyber-attacks or other intentional acts, that could result in potential safety risks. Any actual or perceived safety or mission assurance issue may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased mission assurance infrastructure and other costs that may arise. Such issues with our products and services could result in our customers’ delaying or cancelling planned missions, increased regulation or other systemic consequences. Our inability to meet our mission assurance standards or adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property could have a material adverse effect on our business, financial condition and results of operation.

 

39


Table of Contents

Our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts. Our profits may decrease and/or we may incur significant unanticipated costs if we do not accurately estimate the costs of these engagements.

We generate revenue through various fixed-price, cost-plus and time-and-material contracts. A significant number of our arrangements with our customers are on fixed-price contracts, rather than contracts in which payment to us is determined on a time and materials or other basis. These fixed-price contracts allow us to benefit from cost savings, but subject us to the risk of potential cost overruns, particularly for firm fixed-price contracts because we assume all of the cost burden. If our initial estimates are incorrect, we can lose money on these contracts. U.S. government contracts can expose us to potentially large losses because the U.S. government can hold us responsible for completing a project or, in certain circumstances, paying the entire cost of its replacement by another provider regardless of the size or foreseeability of any cost overruns that occur over the life of the contract. Because many of these contracts involve new technologies and applications and can last for years, unforeseen events, such as technological difficulties, fluctuations in the price of raw materials, a significant increase in inflation in the U.S. or other countries, problems with our suppliers and cost overruns, can result in the contractual price becoming less favorable or even unprofitable to us over time. Our failure to estimate accurately the resources and schedule required for a project, or our failure to complete our contractual obligations in a manner consistent with the project plan upon which our fixed-price contract was based, could adversely affect our overall profitability and could have a material adverse effect on our business, financial condition, and results of operations. We are consistently entering into contracts for large projects that magnify this risk. We have been required to commit unanticipated additional resources to complete projects in the past, which has occasionally resulted in losses on those contracts. We could experience similar situations in the future. In addition, we may fix the price for some projects at an early stage of the project engagement, which could result in a fixed price that is too low. Therefore, any changes from our original estimates could adversely affect our business, financial condition, and results of operations.

Our cash flow and profitability could be reduced if expenditures are incurred prior to the final receipt of a contract.

We provide various professional services, specialized products, and sometimes procure equipment and materials on behalf of our customers under various contractual arrangements. From time to time, in order to ensure that we satisfy our customers’ delivery requirements and schedules, we may elect to initiate procurement in advance of receiving final authorization from the government customer or a prime contractor. In addition, from time to time, we may build production units in advance of receiving an anticipated contract award. If our government or prime contractor customer’s requirements should change or if the government or the prime contractor should direct the anticipated procurement to another contractor, or if the anticipated contract award does not materialize, or if the equipment or materials become obsolete or require modification before we are under contract for the procurement, our investment in the equipment or materials might be at risk if we cannot efficiently resell them. This could reduce anticipated earnings or result in a loss, negatively affecting our cash flow and profitability.

Our products are complex, and undetected defects may increase our costs, harm our reputation with customers or lead to costly litigation.

Our products are extremely complex and must operate successfully with complex products of our customers and their other vendors. Our products may contain undetected errors when first introduced or as we introduce product upgrades. The pressures we face to be the first to market new products or functionality and the elapsed time before our products are integrated into our customers’ systems increases the possibility that we will offer products in which we or our customers later discover problems. We have experienced new product and product upgrade errors in the past and expect similar problems in the future. These problems may cause us to incur significant warranty costs and costs to support our service contracts and divert the attention of personnel from our product development efforts. Also, hostile third parties or nation states may try to install malicious code or devices into our products or software. Undetected errors may adversely affect our product’s ease of use and may

 

40


Table of Contents

create customer satisfaction issues. If we are unable to repair these problems in a timely manner, we may experience a loss of or delay in revenue and significant damage to our reputation and business prospects. Many of our customers rely upon our products for mission-critical applications. Because of this reliance, errors, defects, or other performance problems in our products could result in significant financial and other damage to our customers. Our customers could attempt to recover those losses by pursuing products liability claims against us which, even if unsuccessful, would likely be time-consuming and costly to defend and could adversely affect our reputation.

The market for in-space infrastructure services has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

A substantial portion of our business involves in-space infrastructure services, the market for which has not been established with precision as the commercialization of space is a relatively new development and is rapidly evolving. Our estimates for the total addressable markets for in-space infrastructure services are based on a number of internal and third-party estimates, including our current backlog, assumed prices at which we can offer services, assumed frequency of service, our ability to leverage our current manufacturing and operational processes and general market conditions. While we believe our assumptions and the data underlying our estimates of the total addressable markets for in-space infrastructure services are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable markets for in-space infrastructure services, as well as the expected growth rate for the total addressable market for those products and services, may prove to be incorrect, which could have a material adverse effect on our business, financial condition and results of operation.

We may in the future invest significant resources in developing new offerings and exploring the application of our technologies for other uses and those opportunities may never materialize.

While our primary focus for the foreseeable future will be on our satellite design/manufacturing, satellite component and subsystem design/manufacturing, guidance, navigation and control, and deployables businesses, we may invest significant resources in developing new technologies, services, products and offerings. However, we may not realize the expected benefits of these investments. In addition, we expect to explore the application of our proprietary technologies for other commercial and government uses, including those that are Earth-based. These anticipated technologies, however, are unproven and these products or technologies may never materialize or be commercialized in a way that would allow us to generate ancillary revenue streams. Relatedly, if such technologies become viable offerings in the future, we may be subject to competition from our competitors within the space-infrastructure industry, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies. Such competition or any limitations on our ability to take advantage of such technologies could impact our market share, which could have a material adverse effect on our business, financial condition and results of operations.

Such research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. They may involve claims and liabilities (including, but not limited to, personal injury claims), expenses, regulatory challenges and other risks that we may not be able to anticipate. There can be no assurance that consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. Further, any such research and development efforts could distract management from current operations, and would divert capital and other resources from our more established offerings and technologies. Even if we were to be successful in developing new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies.

 

41


Table of Contents

We may not be able to convert our orders in backlog into revenue.

As of February 2021, our backlog consisted of approximately $150 million in customer contracts. However, many of these contracts are cancellable by customers for convenience. In the event of a cancellation for convenience, we are generally entitled to be compensated for the work performed up to the date of cancellation. The remaining amounts may not be collected in this situation.

In addition, backlog is typically subject to large variations from quarter to quarter and comparisons of backlog from period to period are not necessarily indicative of future revenues. Furthermore, some contracts comprising the backlog are for services scheduled many years in the future, and the economic viability of customers with whom we have contracted is not guaranteed over time. As a result, the contracts comprising our backlog may not result in actual revenue in any particular period or at all, and the actual revenue from such contracts may differ from our backlog estimates. The timing of receipt of revenues, if any, on projects included in backlog could change because many factors affect the scheduling of missions and adjustments to contracts may also occur. The failure to realize some portion of our backlog could adversely affect our revenues and gross margins. Furthermore, the presentation of our financial results requires us to make estimates and assumptions that may affect revenue recognition and changes in estimates are likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates.

A portion of our business model is related to the in-space manufacture and robotic assembly of space structures. The technology for these processes is still in development and has not been fully validated through in-space deployment and testing. If we are unable to develop and validate such technology or technology for other planned services, our operating results and business will be materially adversely affected.

While we plan to initially develop technologies related to additive manufacturing of on-orbit satellites and structures at costs significantly lower than our competitors, the success of our business is in large part dependent on our ability to develop more powerful and efficient in-space manufacturing technology and space-capable robotics. This technology is currently under development and may take longer than anticipated to materialize, if at all, and may never be commercialized in a way that would allow us to generate revenue from the sale of these services and offerings. Relatedly, if such technologies become viable in the future, we may be subject to increased competition, and some competitors may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies. If we fail to successfully complete the development and validate this technology through actual deployment and testing of such technology, experience any delays or setbacks in the development of this technology, or encounter difficulties in scaling our manufacturing or assembly capabilities, we may not be able to fully realize our business model and our financial results and prospects would be materially adversely affected.

We are dependent on third-party launch vehicles to launch our spacecraft and customer payloads into space.

Currently there are only a handful of companies who offer launch services, and if this sector of the space industry does not grow or there is consolidation among these companies, we may not be able to secure space on a launch vehicle or such space may be more costly.

We are dependent on third-party launch vehicles to deliver our systems, products and technologies into space. If the number of companies offering launch services or the number of launches does not grow in the future or there is a consolidation among companies who offer these services, this could result in a shortage of space on these launch vehicles, which may cause delays in our ability to meet our customers’ needs. Additionally, a shortage of space available on launch vehicles may cause prices to increase or cause delays in our ability to meet our customers’ needs. Either of these situations could have a material adverse effect on our results of operations and financial condition.

Further, in the event that a launch is delayed, our timing for recognition of revenue may be impacted depending on the length of the delay and the nature of the contract with the customers with payloads on such delayed flight.

 

42


Table of Contents

Such a delay in recognizing revenue could materially impact our financial statements or result in negative impacts to our earnings during a specified time period, which could have a material effect on our results of operations and financial condition.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, and manufacturing functions. We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business and the manufacture of systems, products, technologies and services as currently planned or within the planned timeframe. The continued expansion of our business may also require additional manufacturing, design and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for the manufacture, design and testing of our systems, products, technologies and services.

Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to design, test and produce our vehicles, spaceflight technology and related equipment, and delays in production. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

We may experience a total loss of our technology and products and our customers’ payloads if there is an accident on launch or during the journey into space, and any insurance we have may not be adequate to cover our loss.

Although there have been and will continue to be technological advances in spaceflight, it is still an inherently dangerous activity. Explosions and other accidents on launch or during the flight have occurred and will likely occur in the future. If such incident should occur, we will likely experience a total loss of our systems, products, technologies and services and our customers’ payloads. The total or partial loss of one or more of our products or customer payloads could have a material adverse effect on our results of operations and financial condition. For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the launch failure, but even in this case we will have losses associated with our inability to test our technology in space and delays with further technology development.

Following the completion of the Business Combination, including the PIPE Financing, we may still require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all.

Prior to the Business Combination, we financed our operations and capital expenditures primarily through funding from private sources. Even following the completion of the Business Combination, including the PIPE Financing, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. For example, the global COVID-19 health crisis and related financial impact has resulted in, and may continue to result in, significant disruption and volatility of global financial markets that could adversely impact our ability to access capital. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

 

43


Table of Contents

Our financial results may vary significantly from quarter to quarter.

We expect our revenue and operating results to vary from quarter to quarter. Reductions in revenue in a particular quarter could lead to lower profitability in that quarter because a relatively large amount of our expenses are fixed in the short-term. We may incur significant operating expenses during the start-up and early stages of large contracts and may not be able to recognize corresponding revenue in that same quarter. We may also incur additional expenses when contracts are terminated or expire and are not renewed. We may also incur additional expenses when companies are newly acquired.

In addition, payments due to us from our customers may be delayed due to billing cycles or as a result of failures of government budgets to gain congressional and administration approval in a timely manner. The U.S. government’s fiscal year ends September 30. If a federal budget for the next federal fiscal year has not been approved by that date in each year, our customers may have to suspend engagements that we are working on until a budget has been approved. Any such suspensions may reduce our revenue in the fourth quarter of the federal fiscal year or the first quarter of the subsequent federal fiscal year. The U.S. government’s fiscal year end can also trigger increased purchase requests from customers for equipment and materials. Any increased purchase requests we receive as a result of the U.S. government’s fiscal year end would serve to increase our third or fourth quarter revenue, but will generally decrease profit margins for that quarter, as these activities generally are not as profitable as our typical offerings.

Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “Risk Factors” section and the following factors, among others:

 

   

the terms of customer contracts that affect the timing of revenue recognition;

 

   

variability in demand for our services and solutions;

 

   

commencement, completion or termination of contracts during any particular quarter;

 

   

timing of shipments and product deliveries;

 

   

timing of award or performance incentive fee notices;

 

   

timing of significant bid and proposal costs;

 

   

the costs of remediating unknown defects, errors or performance problems of our product offerings;

 

   

variable purchasing patterns under blanket purchase agreements and other indefinite delivery/indefinite quantity (“IDIQ”) contracts;

 

   

restrictions on and delays related to the export of defense articles and services;

 

   

costs related to government inquiries;

 

   

strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

 

   

strategic investments or changes in business strategy;

 

   

changes in the extent to which we use subcontractors;

 

   

seasonal fluctuations in our staff utilization rates;

 

   

changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; and

 

   

the length of sales cycles.

Significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any, under the Adams Street Credit Agreement.

 

44


Table of Contents

Our margins and operating results may suffer if we experience unfavorable changes in the proportion of cost-plus-fee or fixed-price contracts in our total contract mix.

Although fixed-price contracts entail a greater risk of a reduced profit or financial loss on a contract compared to other types of contracts we enter into, fixed-price contracts typically provide higher profit opportunities because we may be able to benefit from cost savings and operating efficiencies. In contrast, cost-plus-fee contracts are subject to statutory limits on profit margins and generally are the least profitable of our contract types. Our U.S. Government customers typically determine what type of contract we enter into. To the extent that we enter into more cost-plus-fee or less fixed-price contracts in proportion to our total contract mix in the future, our margins and operating results may suffer. Our operating results may also suffer to the extent we have a contract mix that is focused on developmental projects, which are typically at lower profit margins as compared to margins on production projects.

Our systems, products, technologies and services and related equipment may have shorter useful lives than we anticipate.

Our growth strategy depends in part on developing systems, products, technologies and services. These reusable systems, products, technologies and services and other space related technology and systems will have a limited useful life. While we intend to design our products and technologies for a certain lifespan, which corresponds to a number of cycles, there can be no assurance as to the actual operational life of a product or that the operational life of individual components will be consistent with its design life. A number of factors will impact the useful lives of our products and systems, including, among other things, the quality of their design and construction, the durability of their component parts and availability of any replacement components, and the occurrence of any anomaly or series of anomalies or other risks affecting the technology during launch and in orbit. In addition, any improvements in technology may make our existing products, designs or any component of our products prior to the end of its life obsolete. If our systems, products, technologies and services and related equipment have shorter useful lives than we currently anticipate, this may lead to delays in increasing the rate of our follow on work and new business, which would have a material adverse effect on our business, financial condition and results of operations. In addition, we are continually learning, and as our engineering and manufacturing expertise and efficiency increases, we aim to leverage this learning to be able to manufacture our products and equipment using less of our currently installed equipment, which could render our existing inventory obsolete. Any continued improvements in spaceflight technology and space related technology may make our existing products or any component of our products obsolete prior to the end of its life. If the space related equipment have shorter useful lives than we currently anticipate, this may lead to delays in the manufacturing and design of space and spaceflight components and may also lead to a delay in commencing additional operations or increasing the rate of our operations, or greater maintenance costs than previously anticipated such that the cost to maintain the products and related equipment may exceed their value, which would have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Government Contracts

We are subject to the requirements of the National Industrial Security Program Operating Manual (“NISPOM”) for our facility security clearance, which is a prerequisite to our ability to perform on classified contracts for the U.S. government.

A facility security clearance is required in order to be awarded and perform on classified contracts for the DoD and certain other agencies of the U.S. government. As a cleared entity, we must comply with the requirements of NISPOM, and any other applicable U.S. government industrial security regulations.

Certain of our facilities maintain a facility security clearance and many of our employees maintain a personal security clearance in order to access sensitive information necessary to the performance of our work on certain U.S. Government contracts and subcontracts. Failure to comply with the NISPOM or other security requirements may subject us to civil or criminal penalties, loss of access to sensitive information, loss of a U.S. Government

 

45


Table of Contents

contract or subcontract, or potentially debarment as a government contractor. Therefore, any failure to comply with U.S. Government security protocols could adversely affect our ability to operate.

If we were to violate the terms and requirements of the NISPOM, or any other applicable U.S. government industrial security regulations (which may apply to us under the terms of classified contracts), we could lose our security clearance. Even if we implement centralized compliance policies, we cannot be certain that we will be able to maintain our security clearance if a breach or violation occurs. If for some reason our security clearance is invalidated or terminated, we may not be able to continue to perform on classified contracts and would not be able to enter into new classified contracts, which could materially adversely affect our business, financial condition, and results of operations.

Many of our contracts contain performance obligations that require innovative design capabilities, are technologically complex, require state-of-the-art manufacturing expertise, or are dependent upon factors not wholly within our control. Failure to meet these obligations could adversely affect our profitability and future prospects. Early termination of client contracts or contract penalties could adversely affect our results of operations.

We design, develop, and manufacture technologically advanced and innovative products and services, which are applied by our customers in a variety of environments. Problems and delays in development or delivery as a result of issues with respect to design, technology, licensing and intellectual property rights, labor, inability to achieve learning curve assumptions, manufacturing materials or components could prevent us from meeting requirements. Either we or the customer may generally terminate a contract as a result of a material uncured breach by the other. If we breach a contract or fail to perform in accordance with contractual service levels, delivery schedules, performance specifications, or other contractual requirements set forth therein, the other party thereto may terminate such contract for default, and we may be required to refund money previously paid to us by the customer or to pay penalties or other damages. Even if we have not breached, we may deal with various situations from time to time that may result in the amendment or termination of a contract. These steps can result in significant current period charges and/or reductions in current or future revenue, and/or delays in collection of outstanding receivables and costs incurred on the contract. Other factors that may affect revenue and profitability include inaccurate cost estimates, design issues, unforeseen costs and expenses not covered by insurance or indemnification from the customer, diversion of management focus in responding to unforeseen problems, and loss of follow-on work.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing, design and operating needs, or obtain such materials on favorable terms or at all, which could impair our ability to fulfill our orders in a timely manner or increase our costs of design and production.

Our ability to produce our current and future systems, products, technologies and services and other components of operation is dependent upon sufficient availability of raw materials and supplied components, which we secure from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility in the prices and availability of these materials. We may not be able to obtain sufficient supplies of raw materials or supplied components on favorable terms or at all, which could result in delays in the manufacture of our systems, products, technologies and services or increased costs.

In addition, we may in the future experience delays in manufacturing or operation as we go through the requalification process with any replacement third-party supplier, as well as the limitations imposed by the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”), or other restrictions on transfer of sensitive technologies. Moreover, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on

 

46


Table of Contents

our ability to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled missions, customer cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

We use estimates when accounting for certain contracts and changes in these estimates may have a significant impact on our financial results.

Our quarterly and annual sales are affected by a variety of factors that may lead to significant variability in our operating results. We evaluate the contract value and cost estimates for performance obligations at least quarterly, and more frequently when circumstances change significantly. Changes in estimates and assumptions related to the status of certain long-term contracts which could have a material adverse effect on our operating results, financial condition, and/or cash flows.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows.

Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the U.S. government, what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will be enacted for U.S. government fiscal 2021 and thereafter due to many factors, including but not limited to, changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding. The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following:

 

   

The U.S. government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the government programs in which we participate;

 

   

U.S. government spending could be impacted by alternate arrangements to sequestration, which increases the uncertainty as to, and the difficulty in predicting, U.S. government spending priorities and levels; and

 

   

We may experience declines in revenue, profitability and cash flows as a result of reduced or delayed orders or payments or other factors caused by economic difficulties of our customers and prospective customers, including U.S. federal, state and local governments.

Furthermore, we believe continued budget pressures could have serious negative consequences for the security of the U.S., the defense industrial base and the customers, employees, suppliers, investors and communities that rely on companies in the defense industrial base. Budget and program decisions made in this environment would have long-term implications for Redwire and the entire defense industry.

We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.

Over its lifetime, a U.S. government program may be implemented by the award of many different individual contracts and subcontracts. The funding of U.S. government programs is subject to U.S. Congressional appropriations. In recent years, U.S. government appropriations have been affected by larger U.S. government budgetary issues and related legislation. Although multi-year contracts may be authorized and appropriated in connection with major procurements, the U.S. Congress generally appropriates funds on a government fiscal year

 

47


Table of Contents

basis. Procurement funds are typically made available for obligation over the course of one to three years. Consequently, programs often initially receive only partial funding, and additional funds are obligated only as the U.S. Congress authorizes further appropriations. We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased or reduced as part of the annual appropriations process ultimately approved by U.S. Congress and the President of the United States or in separate supplemental appropriations or continuing resolutions, as applicable. The termination of funding for a U.S. government program would result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on our operations. In addition, the termination of a program or the failure to commit additional funds to a program that already has been started could result in lost revenue and increase our overall costs of doing business.

Generally, U.S. government contracts are subject to oversight audits by U.S. government representatives. Such audits could result in adjustments to our contract costs. Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already reimbursed must be refunded. We have recorded contract revenue based on costs we expect to realize upon final audit. However, we do not know the outcome of any future audits and adjustments, and we may be required to materially reduce our revenue or profits upon completion and final negotiation of audits. Negative audit findings could also result in termination of a contract, forfeiture of profits, suspension of payments, fines or suspension or debarment from U.S. Government contracting or subcontracting for a period of time.

In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. government’s convenience upon payment only for work done and commitments made at the time of termination. For some contracts, we are a subcontractor and not the prime contractor, and in those arrangements, the U.S. Government could terminate the prime contractor for convenience without regard for our performance as a subcontractor. We can give no assurance that one or more of our U.S. government contracts will not be terminated under those circumstances. Also, we can give no assurance that we would be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of our U.S. government contracts. Because a significant portion of our revenue is dependent on our performance and payment under our U.S. government contracts, the loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our U.S. government business also is subject to specific procurement regulations and a variety of socioeconomic and other requirements. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, thereby reducing our margins, which could have an adverse effect on our business, financial condition, results of operations and cash flows. In addition, the U.S. government has and may continue to implement initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices. These initiatives and changes to procurement practices may change the way U.S. government contracts are solicited, negotiated and managed, which may affect whether and how we pursue opportunities to provide our products and services to the U.S. government, including the terms and conditions under which we do so, which may have an adverse impact on our business, financial condition, results of operations and cash flows. For example, contracts awarded under the DoD’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation (“FAR”) and Cost Accounting Standards.

Failure to comply with applicable regulations and requirements could lead to fines, penalties, repayments, or compensatory or treble damages, or suspension or debarment from U.S. government contracting or subcontracting for a period of time. Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S. government security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption. The termination of a U.S. government contract or relationship as a result of any of these acts would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for future U.S. government contracts.

 

48


Table of Contents

The terms of certain of our current and likely future contracts are highly sensitive and we are limited in our ability to disclose such terms.

Our success, in large part, depends on our ability to maintain protection over the terms of certain of our current and likely future contracts and agreements, each of which is a highly negotiated agreement with sensitive information that, if publicly disclosed, would be beneficial for our and our partners’ competitors to learn and harmful to our and our partners’ commercial interests. We are limited in our ability to disclose the terms of these agreements, including terms that may affect our expected cash flows or the value of any collateral, and have taken precautions to protect the disclosure of the sensitive information in such agreements, including in this proxy statement/prospectus. Therefore, we have not allowed third parties to review the terms of these agreements, including terms other than those described in this proxy statement/prospectus. If the terms of these agreements were to be disclosed, our ability to compete could be hindered and our relationships with our partners could be damaged, both of which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, our relationships with our partners could also be damaged, and they may take legal action against us, if they believe that we have disclosed any terms of these agreements without their prior consent.

Disputes with our subcontractors or the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products, systems or services to be produced or delivered in an untimely or unsatisfactory manner.

We engage subcontractors on many of our contracts. We may have disputes with our subcontractors, including regarding the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontract or subcontractor, our failure to extend existing task orders or issue new task orders under a subcontract, our hiring of the personnel of a subcontractor or vice versa or the subcontractor’s failure to comply with applicable law. In addition, there are certain parts, components and services for many of our products, systems, technologies and services that we source from other manufacturers or vendors. Some of our suppliers, from time to time, experience financial and operational difficulties, which may impact their ability to supply the materials, components, subsystems and services that we require. Tariffs recently imposed on certain materials and other trade issues may create or exacerbate existing materials shortages and may result in further supplier business closures. Our supply chain could also be disrupted by external events, such as natural disasters or other significant disruptions (including extreme weather conditions, medical epidemics, acts of terrorism, cyber-attacks and labor disputes), governmental actions and legislative or regulatory changes, including product certification or stewardship requirements, sourcing restrictions, product authenticity and climate change or greenhouse gas emission standards, or availability constraints from increased demand from customers. In addition, the ongoing COVID-19 pandemic has resulted in increased travel restrictions and extended shutdown of certain businesses across the globe. These or any further political or governmental developments or health concerns could result in social, economic and labor instability. Any inability to develop alternative sources of supply on a cost-effective and timely basis could materially impair our ability to manufacture and deliver products, systems and services to our customers. We can give no assurances that we will be free from disputes with our subcontractors; material supply constraints or problems; or component, subsystems or services problems in the future. Also, our subcontractors and other suppliers may not be able to acquire or maintain the quality of the materials, components, subsystems and services they supply, which may result in greater product returns, service problems and warranty claims and could harm our business, financial condition, results of operations and cash flows. In addition, in connection with our government contracts, we are required to procure certain materials, components and parts from supply sources approved by the U.S. government and we rely on our subcontractors and suppliers to comply with applicable laws, regulations and other requirements regarding procurement of counterfeit, unauthorized or otherwise non-compliant parts or materials, including parts or materials they supply to us, and in some circumstances, we rely on their certifications as to their compliance. From time to time, there are components for which there may be only one supplier, which may be unable to meet our needs. Each of these subcontractor and supplier risks could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

49


Table of Contents

Regulatory Risk Factors

Investments in us may be subject to U.S. foreign investment regulations which may impose conditions on or limit certain investors’ ability to purchase our equity, or after the Business Combination, the common stock of the New Redwire, potentially making the New Redwire common stock less attractive to investors. Our investments in U.S. companies may also be subject to U.S. foreign investment regulations.

Under the “Exon-Florio Amendment” to the U.S. Defense Production Act of 1950, as amended (the “DPA”), the U.S. President has the power to disrupt or block certain foreign investments in U.S. businesses if he determines that such a transaction threatens U.S. national security. The Committee on Foreign Investment in the United States (“CFIUS”) has the authority to conduct national security reviews of certain foreign investments. CFIUS may impose mitigation conditions to grant clearance of a transaction.

The Foreign Investment Risk Review Modernization Act (“FIRRMA”), enacted in 2018, amended the DPA to, among other things, expand CFIUS’s jurisdiction beyond acquisitions of control of U.S. businesses. Now, CFIUS also has jurisdiction over certain foreign non-controlling investments in U.S. businesses that involve critical technology or critical infrastructure, or that collect and maintain sensitive personal data of U.S. citizens (“TID U.S. Businesses”), if the foreign investor receives specified triggering rights or access in connection with its investment. We are a TID U.S. Business because we develop and design technologies that would be considered critical technologies. Certain foreign investments in TID U.S. Businesses are subject to mandatory filing with CFIUS. The enhanced scrutiny and potential restrictions on the ability of foreign persons to invest in us could limit our ability to engage in strategic transactions that could benefit our stockholders, including a change of control, and could also affect the price that an investor may be willing to pay for our common stock.

We are subject to stringent U.S. economic sanctions, and trade control laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation.

Our business is subject to stringent U.S. trade control laws and regulations as well as economic sanctions laws and regulations. We are required to comply with U.S. export control laws and regulations, including ITAR administered by the U.S. Department of State, the EAR administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), and economic sanctions administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC”). Similar laws that impact our business exist in other jurisdictions. These foreign trade controls prohibit, restrict, or regulate our ability to, directly or indirectly, export, deemed export, re-export, deemed re-export or transfer certain hardware, technical data, technology, software, or services to certain countries and territories, entities, and individuals, and for end uses. Violations of applicable export control laws, sanctions, and related regulations could result in criminal and administrative penalties, including fines, possible denial of export privileges, and debarment, which could have a material adverse impact on our business, including our ability to enter into contracts or subcontracts for U.S. government customers.

Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our space-focused business. The authorization requirement includes the need to get permission to release controlled technology to foreign person employees and other foreign persons. In order to comply with these requirements, we must develop and implement centralized sanctions and export control policies that can be quickly adopted by all Redwire Subsidiaries.

The inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our spaceflight business as planned. Any changes in sanctions and export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. Given the significant

 

50


Table of Contents

discretion the government has in issuing, denying or conditioning such authorizations to advance U.S. national security and foreign policy interests, there can be no assurance we will be successful in our current and future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals. In addition, changes in U.S. foreign trade control laws and regulations, U.S. foreign policy, or reclassifications of our products or technologies, may restrict our future operations.

Our business is subject to a wide variety of additional extensive and evolving government laws and regulations. Failure to comply with such laws and regulations could have a material adverse effect on our business.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our manufacturing in-space operations, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit our ability to expand into certain jurisdictions. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition.

Failure to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. For example, commercial space launches and the operation of any space transport system in the United States require licenses and permits from the Federal Communications Commission (the “FCC”) and review by other agencies of the U.S. government, including the DoD and NASA. License approval can include an interagency review of safety, operational, national security, and foreign policy and international obligations implications, as well as a review of foreign ownership.

Additionally, regulation of our industry is still evolving, and new or different laws or regulations could affect our operations, increase direct compliance costs for us or cause any third-party suppliers or contractors to raise the prices they charge us because of increased compliance costs. For example, the FCC has an open notice of proposed rulemaking relating to mitigation of orbital debris, which could affect us and our operations. Application of these laws to our business may negatively impact our performance in various ways, limiting the collaborations we may pursue, further regulating the export and re-export of our products, services, and technology from the United States and abroad, and increasing our costs and the time necessary to obtain required authorization. The adoption of a multi-layered regulatory approach to any one of the laws or regulations to which we are or may become subject, particularly where the layers are in conflict, could require alteration of our manufacturing processes or operational parameters which may adversely impact our business. We may not be in complete compliance with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that we are not.

We have government customers, which subjects us to risks including early termination, audits, investigations, sanctions and penalties.

We derive a substantial portion of our revenue from contracts with NASA, the U.S. and foreign governments and may enter into additional contracts with the U.S. or foreign governments in the future. This subjects us to statutes and regulations applicable to companies doing business with the government, including the Federal Acquisition Regulation. These government contracts customarily contain provisions that give the government substantial rights and remedies, many of which are not typically found in commercial contracts and which are unfavorable to

 

51


Table of Contents

contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or modify contracts for convenience, and in that event, the counterparty to the contract may generally recover only its incurred or committed costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.

Some of our federal government contracts are subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under these contracts. In addition, government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for example:

 

   

specialized disclosure and accounting requirements unique to government contracts;

 

   

financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government;

 

   

public disclosures of certain contract and company information; and

 

   

mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements.

Government contracts are also generally subject to greater scrutiny by the government, which can initiate reviews, audits and investigations regarding our compliance with government contract requirements. In addition, if we fail to comply with government contracting laws, regulations and contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to sue on behalf of the U.S. government. Any penalties, damages, fines, suspension, or damages could adversely affect our ability to operate our business and our financial results.

Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.

We have implemented compliance controls, training, policies and procedures designed to prevent and detect reckless or criminal acts from being committed by our employees, agents or business partners that would violate the laws of the jurisdictions in which we operate, including laws governing payments to government officials, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the protection of export controlled or classified information, such as ITAR, false claims, procurement integrity, cost accounting and billing, competition, information security and data privacy and the terms of our contracts. This risk of improper conduct may increase as we continue to grow and expand our operations. We cannot ensure, however, that our controls, training, policies and procedures will prevent or detect all such reckless or criminal acts, and we have been adversely impacted by such acts in the past, which have been immaterial in nature. If not prevented, such reckless or criminal acts could subject us to civil or criminal investigations, monetary and non-monetary penalties and suspension and debarment by the U.S. government and could have a material adverse effect on our ability to conduct business, our results of operations and our reputation. In addition, misconduct involving data security lapses resulting in the compromise of personal information or the improper use of our customer’s sensitive or classified information could result in remediation costs, regulatory sanctions against us and serious harm to our reputation and could adversely impact our ability to continue to contract with the U.S. government.

 

52


Table of Contents

Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition.

We collect, store, process, and use personal information and other customer data, and we rely in part on third parties that are not directly under our control to manage certain of these operations and to collect, store, process and use payment information. Due to the sensitivity of the personal information and data we and these third parties manage and expect to manage in the future, as well as the nature of our customer base, the security features of our information systems are critical. A variety of federal, state and foreign laws and regulations govern the collection, use, retention, storage, destruction sharing and security of this information. Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. For example, in January 2020, the California Consumer Privacy Act (“CCPA”) took effect, which provides California consumers with enhanced rights to access, correct, delete, and limit the processing of their personal information by companies, and which requires companies doing business in California to implement and maintain operational capabilities to respond to certain requests made by California consumers in respect of such rights. CCPA provides a private right of action for California Consumers whose personal information is improperly disclosed.

We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information security in many jurisdictions, including the California Privacy Rights Act, which was passed by California voters in November 2020 to amend CCPA and establish a new regulatory authority in California, or the European e-Privacy Regulation, which is currently in draft form. We cannot yet determine the impact such future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly. For instance, expanding definitions and interpretations of what constitutes “personal data” (or the equivalent) within the United States, the European Economic Area (the “EEA”) and elsewhere may increase our compliance costs and legal liability.

We are also subject to non-U.S. privacy rules and regulations, such as the European Union’s General Data Protection Regulation (“GDPR”) and national laws supplementing GDPR, as well as the Data Protection Act of 2018 (“DPA 18”) in the United Kingdom. GDPR and DPA 18 require companies to meet stringent requirements regarding the processing of personal data of individuals located in the EEA. GDPR and DPA 18 also include significant penalties for noncompliance, which may result in monetary penalties of up to the higher of €20.0 million or 4% of a group’s worldwide revenue for the preceding financial year for the most serious violations. The GDPR, DPA 18, and other similar regulations require companies to give specific types of notice and informed consent is required for certain actions, and the GDPR also imposes additional conditions in order to satisfy such consent, such as bundled consents.

A significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings, litigation, or enforcement actions against us by governmental entities. This may result in penalties, liabilities or loss, increased compliance or operational costs, or otherwise require us to change our operations and/or cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement or payment companies about the incident and may need to provide some form of remedy for the individuals affected by the incident.

 

53


Table of Contents

We are exposed to risks related to geopolitical and economic factors, laws and regulations and our international business subjects us to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally.

Our international business is subject to both U.S. and foreign laws and regulations, including, without limitation, laws and regulations relating to export/import controls, economic sanctions, technology transfer restrictions, government contracts and procurement, data privacy and protection, anti-corruption (including the anti-bribery, books and records, and internal controls provisions of the FCPA governing interactions with foreign government officials), the anti-boycott provisions of the U.S. Export Administration Act, security restrictions and intellectual property. Failure by us, our employees, subsidiaries, affiliates, partners or others with whom we work to comply with any of these applicable laws and regulations could result in administrative, civil, commercial or criminal liabilities, including suspension or debarment from government contracts or suspension of our export/import privileges. New regulations and requirements, or changes to existing ones in the various countries in which we operate can significantly increase our costs and risks of doing business internationally.

Changes in laws, regulations, political leadership and environment, and/or security risks may dramatically affect our ability to conduct or continue to conduct business in international markets, including sales to customers and purchases from suppliers outside the United States. We may also be impacted by shifts in U.S. and foreign national policies and priorities, political decisions and geopolitical relationships, any of which may be influenced by changes in the threat environment, political leadership, geopolitical uncertainties, world events, bilateral and multi-lateral relationships and economic and political factors. Any changes to these policies could impact our operations and/or export authorizations, or delay purchasing decisions or payments and the provision of supplies, goods and services including, without limitation, in connection with any government programs. Global economic conditions and fluctuations in foreign currency exchange rates could further impact our business. For example, the tightening of credit in financial markets outside of the U.S. could adversely affect the ability of our customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders for our products and services or impact the ability of our customers to make payments.

We also increasingly are dependent on in-country suppliers and we face risks related to their failure to perform in accordance with the contracts and applicable laws, particularly where we rely on a sole source supplier. The occurrence and impact of these factors is difficult to predict, but one or more of them could have a material adverse effect on our financial position, results of operations and/or cash flows.

We are subject to environmental regulation and may incur substantial costs.

We are subject to federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, greenhouse gases and the management of hazardous substances, oils and waste materials. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property. Under federal law, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Compliance with environmental laws and regulations can require significant expenditures. In addition, we could incur costs to comply with such current or future laws and regulations, the violation of which could lead to substantial fines and penalties.

We may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred in connection with any contamination at our current and former facilities without regard to whether we knew of or caused the presence of the contaminants. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of waste directly attributable to us. Even if more than one person may have been responsible for the contamination, each person covered by these environmental laws may be held

 

54


Table of Contents

responsible for all of the clean-up costs incurred. Environmental liabilities could arise and have a material adverse effect on our financial condition and performance. We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital expenditures or otherwise materially adversely affect its operations, operating costs, or competitive position.

Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.

Redwire will be subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the United States, may be subject to change. Redwire’s future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. In addition, Redwire may be subject to income tax audits by various tax jurisdictions. Although Redwire believes its income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of its operations.

Certain U.S. state tax authorities may assert that we have a state nexus and seek to impose state and local income taxes which could harm our results of operations.

There is a risk that certain state tax authorities where we do not currently file a state income tax return could assert that we are liable for state and local income taxes based upon income or gross receipts allocable to such states. States are becoming increasingly aggressive in asserting a nexus for state income tax purposes. If a state tax authority successfully asserts that our activities give rise to a nexus, we could be subject to state and local taxation, including penalties and interest attributable to prior periods. Such tax assessments, penalties and interest may adversely impact our results of operations.

If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and our intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

Our success depends, in significant part, on our ability to protect our intellectual property rights, including practices, tools, technologies and technical expertise we utilize in designing, developing, manufacturing, implementing and maintaining applications and processes used in our systems, products, technologies and services and related technologies. To date, we have relied on trade secret laws and other intellectual property laws, non-disclosure agreements with our employees, consultants and other relevant persons and other measures to protect our intellectual property, and intend to continue to rely on these and other means. We also try to protect our intellectual property by filing patent applications related to our technology, inventions and improvements that are important to the development of our business. The steps we take to protect our intellectual property may be inadequate. The various patent offices of jurisdictions where we file for protection vary in the amount of time they take to evaluate applications for patents which may affect our ability to protect our intellectual property or to prosecute infringers in a timely fashion.

We currently have various patents in the U.S. and in other jurisdictions and a number of pending patents applications in the U.S. and in other jurisdictions. Our pending patent applications may not result in patents being issued, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. Redwire cannot be certain that it is the first inventor of the subject matter to which it has filed a particular patent application, or if it is the first party to file such a patent application. If another party has filed a patent application to the same subject matter as Redwire has, Redwire may not be entitled to the protection sought by the patent application. Redwire also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent. As a result, Redwire cannot be certain that the patent applications that it files will be issued. Further, the scope of protection of issued patent claims is often difficult to determine.

 

55


Table of Contents

Redwire’s patents may be challenged, invalidated or circumvented. If our patents are invalidated or found to be unenforceable, we will lose the ability to exclude others from making, using, selling, or importing into the United States the inventions claimed. Moreover, an issued patent does not guarantee us the right to use the patented technology or commercialize a product using that technology. Third parties may have blocking patents that could be used to prevent us from developing our product. Thus, patents that we may own currently or in the future may not allow us to exploit the rights conferred by our intellectual property protection. Even if issued, any future patents may not be issued with claims sufficiently broad to protect our technologies or may not provide us with a competitive advantage against competitors with similar technologies. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. Because Redwire operates in space, the application of intellectual property laws to orbiting hardware is of particular interest and it should be noted such laws also vary from country to country. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our technology and intellectual property.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Redwire’s competitors may also design around Redwire’s issued patents, which may adversely affect Redwire’s business, prospects, financial condition and operating results. In addition, although we enter into nondisclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with consultants and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our consultants and vendors, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

Protecting and defending against intellectual property claims may have a material adverse effect on our business.

Our success depends in part upon successful prosecution, maintenance, enforcement and protection of our owned intellectual property. To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations. The results of intellectual property litigation are difficult to predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or settlement costs. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial condition, operating results and prospects.

In addition, we may from time to time face allegations that we are infringing, misappropriating, or otherwise violating the intellectual property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Irrespective of the validity of any such claims, we could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would be successful, which could have a material adverse effect on our business, contracts, financial condition, operating results, liquidity and prospects.

 

56


Table of Contents

Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business, our operating results and our reputation.

Reliance on Third Parties and Key Personnel Risk Factors

Data breaches or incidents involving our technology could damage our business, reputation and brand and substantially harm our business and results of operations.

If our data and network infrastructure were to fail, or if we were to suffer an interruption or degradation of services in our data center, third-party cloud, and other infrastructure environments, we could lose important manufacturing and technical data, which could harm our business. Our facilities, as well as the facilities of third-parties that maintain or have access to our data or network infrastructure, are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures and similar events. In the event that our or any third-party provider’s systems or service abilities on which we rely are hindered by any of the events discussed above, our ability to operate may be impaired. A decision to close facilities without adequate notice, or other unanticipated problems, could adversely impact our operations. Any of the aforementioned risks may be augmented if our or any third-party provider’s business continuity and disaster recovery plans prove to be inadequate. Our data center, third-party cloud, and managed service provider infrastructure also could be subject to break-ins, cyber-attacks, denial of service, sabotage, intentional acts of vandalism and other misconduct, from a spectrum of actors ranging in sophistication from threats common to most industries to more advanced and persistent, highly organized adversaries. Any security breach, including personal data breaches, or incident, including cybersecurity incidents, that we experience could result in unauthorized access to, misuse of, or unauthorized acquisition of our internal sensitive corporate data, such as financial data, intellectual property, or data related to contracts with commercial or government customers or partners. Such unauthorized access, misuse, acquisition, or modification of sensitive and proprietary data may result in data loss, corruption or unauthorized alteration, interruptions in our operations or damage to our computer hardware or systems or those of our employees and customers. Moreover, negative publicity arising from these types of disruptions could damage our reputation. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. Significant unavailability of our services due to cyber security attacks or natural disasters could cause users to cease using our services and materially and adversely affect our business, prospects, financial condition and results of operations. A security breach that involves classified information could subject us to civil or criminal penalties, loss of a government contract, loss of access to classified information, or debarment as a government contractor. Similarly, a breach that involves loss of customer-provided data could subject us to loss of a customer, loss of a contract, litigation costs and legal damages, and reputational harm.

We use proprietary software which we have developed in our technology infrastructure, which we seek to continually update and improve. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily business operations. Further, we may not always be successful in executing these upgrades and improvements, which may occasionally result in a failure of our systems. We may experience periodic system interruptions from time to time. Any slowdown or failure of our underlying technology infrastructure could harm our business, reputation and ability to execute on our business plan, which could materially and adversely affect our results of operations. Our disaster recovery plan or those of our third-party providers may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur.

We are highly dependent on the services of our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Redwire is highly dependent on its full senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other skilled personnel, manufacturing and quality assurance, engineering,

 

57


Table of Contents

design, finance, marketing, sales and support personnel. Certain members of our senior management team have extensive experience in the aerospace industry, and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior management team for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations.

Competition for qualified highly skilled personnel can be strong, and we can provide no assurance that we will be successful in attracting or retaining such personnel now or in the future. Any inability to recruit, develop and retain qualified employees may result in high employee turnover and may force us to pay significantly higher wages, which may harm our profitability or could result in difficulties performing under our contracts if our needs for such employees were unmet. Additionally, we do not carry key man insurance for any of our management executives, and the loss of any key employee or our inability to recruit, develop and retain these individuals as needed, could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to our Indebtedness

We have a substantial amount of debt. Our ability to operate is limited by the agreements governing our debt.

As of March 31, 2021, we had $119.5 million of variable rate debt and $1.1 million of fixed rate debt. The rates used in our variable-rate debt are based on LIBOR, or another index rate, which in certain cases is subject to a floor. An increase of 100 basis points in average annual interest rates would increase the annual interest expense on our variable-rate debt by $0.3 million. Subject to the limits contained in some of the agreements governing our outstanding debt, we may incur additional debt in the future. Our maintenance of higher levels of indebtedness could have adverse consequences including impairing our ability to obtain additional financing in the future.

Our level of debt places significant demands on our cash resources, which could:

 

   

make it more difficult to satisfy our outstanding debt obligations;

 

   

require us to dedicate a substantial portion of our cash for payments related to our debt, reducing the amount of cash flow available for working capital, capital expenditures, entitlement of our real estate assets, contributions to our tax-qualified pension plan, and other general corporate purposes;

 

   

limit our flexibility in planning for, or reacting to, changes in the industries in which we compete;

 

   

place us at a competitive disadvantage with respect to our competitors, some of which have lower debt service obligations and greater financial resources than we do;

 

   

limit our ability to borrow additional funds;

 

   

limit our ability to expand our operations through acquisitions; and

 

   

increase our vulnerability to general adverse economic and industry conditions If we are unable to generate sufficient cash flow to service our debt and fund our operating costs, our liquidity may be adversely affected.

Risks Related to Redwire Becoming a Public Company

Redwire’s management team has limited experience managing a public company.

Most of the members of Redwire’s management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Additionally, many members of Redwire’s management team were recently hired, including its Chairman and Chief Executive Officer and its Chief Financial Officer. Redwire’s

 

58


Table of Contents

management team may not successfully or efficiently manage their new roles and responsibilities. Redwire’s transition to being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Redwire’s senior management and could divert their attention away from the day-to-day management of Redwire’s business, which could adversely affect Redwire’s business, financial condition, and operating results. Redwire may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the U.S. Redwire is in the process of upgrading its finance and accounting systems to an enterprise system suitable for a public company, and a delay could impact its ability or prevent it from timely reporting its operating results, timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”). The development and implementation of the standards and controls necessary for Redwire to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that Redwire will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating the effectiveness of our internal control over financial reporting. If we were to identify additional material weaknesses or other deficiencies, or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately and timely report our financial results, in which case our business may be harmed and investors may lose confidence in the accuracy and completeness of our financial reports.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). We identified material weaknesses in our internal control over financial reporting as of December 31, 2020. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We identified a material weakness related to an insufficient complement of resources with an appropriate level of accounting knowledge, experience and training commensurate with our structure and financial reporting requirements to appropriately analyze, record and disclose accounting matters timely and accurately, and establish effective processes and internal controls. The limited personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses:

 

   

We did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in the consolidated financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

 

   

We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of business performance reviews, account reconciliations, journal entries and contract estimates used in determining the recognition of revenue.

 

   

We did not design and maintain effective controls to address the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP to such transactions. Specifically, we did not design and maintain effective controls to account for purchase business combinations, including the appropriate review of the assumptions, data and models used in the forecasted cash flows, used to determine the fair value of the acquired assets and liabilities.

 

59


Table of Contents

These material weaknesses resulted in material audit adjustments to substantially all accounts and disclosures in the successor consolidated financial statements as of December 31, 2020 and for the period from February 10, 2020 to December 31, 2020, and to the predecessor consolidated financial statements for the period from January 1, 2020 to June 21, 2020 and as of and for the year ended December 31, 2019.

We did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of the consolidated financial statements. Specifically, we did not design and maintain:

 

   

program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately;

 

   

user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate Company personnel;

 

   

computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored; and

 

   

testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

The IT deficiencies noted above did not result in a misstatement to the consolidated financial statements for either the successor or predecessor, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Additionally, these material weaknesses could result in misstatements of substantially all accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the deficiencies that led to the material weaknesses, including hiring additional finance and accounting personnel, designing and implementing new control activities, and enhancing existing control activities.

 

   

We have reviewed the personnel structure and have identified new positions to enhance our team. These individuals are expected to be onboarded during 2021 and will help align our personnel to specific areas and responsibilities to alleviate the numerous competing responsibilities currently faced.

 

   

We have commenced developing a risk assessment across the organization to identify risks and design new controls or enhance existing controls responsive to such risks to ensure timely and accurate financial reporting.

 

   

We are in the process of designing and implementing additional review procedures within our accounting and finance department to provide more robust and comprehensive internal control over financial reporting that address the relevant financial statement assertions and risks of material misstatement within our business processes, including implementing a comprehensive close process checklist with additional layers of reviews as well as controls around non-routine, unusual or complex transactions, including controls over the accounting for purchase business combinations.

 

   

We will continue to document our processes and procedures, including accounting policies, across the Company to ensure consistent application including controls over the preparation and review of

 

60


Table of Contents
 

business performance reviews, account reconciliations, journal entries and contract estimates used in determining the recognition of revenue.

 

   

We are in the process of performing an assessment of all information technology systems which provide data for financial reporting purposes. As part of this assessment, we will be designing, implementing and documenting IT general controls.

We are working to remediate the material weaknesses as efficiently and effectively as possible and expect full remediation will likely go beyond December 31, 2021. At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan; however, these remediation measures might be time consuming, will result in the Company incurring additional costs, and will place additional demands on our financial and operational resources.

If we are unable to successfully remediate our existing or any future material weaknesses or other deficiencies in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected; loss of status as an emerging growth company, investors may lose confidence in our financial reporting; we could become subject to litigation or investigations by the NYSE, the SEC or other regulatory authorities.

General Business Risks

Our business, financial condition and results of operations are subject to risks resulting from broader geographic operations.

Our operations outside of the U.S. may lead to more volatile financial results and make it more difficult for us to manage our business. Reasons for this include, but are not limited to, the following:

 

   

political and economic instability;

 

   

governments’ restrictive trade policies;

 

   

the imposition or rescission of duties, taxes or government royalties;

 

   

exchange rate risks;

 

   

exposure to varying legal standards, including data privacy, security and intellectual property protection in other jurisdictions;

 

   

difficulties in obtaining required regulatory authorizations;

 

   

local domestic ownership requirements;

 

   

requirements that certain operational activities be performed in-country;

 

   

changing and conflicting national and local regulatory requirements; and

 

   

the geographic, language and cultural differences between personnel in different areas of the world.

If we experience a disaster or other business continuity problem, we may not be able to recover successfully, which could cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability.

If we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, blizzard, terrorist attack, pandemic or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel, our facilities, and the proper functioning of our computer, telecommunication, and other business systems and operations. As we attempt to grow our operations, the potential for particular types of natural or man-made disasters, political, economic, or infrastructure instabilities, or other country or region-specific business continuity risks increases. We cannot ensure that provisions in our customer contracts will be legally sufficient to protect us if we are sued and our errors and omissions and product liability insurance coverage may not be adequate, may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims, or the insurer may disclaim coverage as to some types of future claims. The successful assertion of any large claim against us could seriously harm our business. Even if not successful, these claims may result in significant legal and other costs, be a distraction to our management and harm our reputation.

 

61


Table of Contents

Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including:

 

   

unexpected weather patterns, natural disasters or other events that force a cancellation or rescheduling of launches;

 

   

the cost of raw materials or supplied components critical for the manufacture and operation of our systems, products, technologies and services;

 

   

the timing and cost of, and level of investment in, research and development relating to our technologies and our current or future facilities;

 

   

developments involving our competitors;

 

   

changes in governmental regulations or in the status of our regulatory approvals or applications;

 

   

future accounting pronouncements or changes in our accounting policies;

 

   

the impact of epidemics or pandemics, including current business disruption and related financial impact resulting from the global COVID-19 health crisis; and

 

   

general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

The individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if any guidance we provide is below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

Redwire’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, Redwire had $3.5 million of U.S. federal and $0.6 million of state net operating loss carryforwards available to reduce future taxable income. The $3.5 million in U.S. federal operating loss carryforwards will be carried forward indefinitely for U.S. federal tax purposes. While the federal NOLs can be carried forward indefinitely, California net operating losses begin to expire in the year ending December 31, 2038. It is possible that Redwire will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the U.S. Tax Code, respectively, and similar provisions of state law. Under those sections of the U.S. Tax Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Redwire has not yet undertaken an analysis of whether the Business Combination

 

62


Table of Contents

constitutes an “ownership change” for purposes of Section 382 and Section 383 of the U.S. Tax Code. Redwire may have previously undergone an “ownership change.” In addition, the Business Combination and PIPE Financing, or future issuances or sales of Redwire’s stock, including certain transactions involving Redwire’s stock that are outside of its control, could result in future “ownership changes.” “Ownership changes” that have occurred in the past or that may occur in the future, including in connection with the Business Combination and PIPE Financing, could result in the imposition of an annual limit on the amount of pre-ownership change NOLs and other tax attributes Redwire can use to reduce its taxable income, potentially increasing and accelerating its liability for income taxes, and also potentially causing those tax attributes to expire unused. States may impose other limitations on the use of Redwire’s NOLs. Any limitation on using NOLs could, depending on the extent of such limitation and the NOLs previously used, result in Redwire’s retaining less cash after payment of U.S. federal and state income taxes during any year in which we have taxable income, rather than losses, than Redwire would be entitled to retain if such NOLs were available as an offset against such income for U.S. federal and state income tax reporting purposes, which could adversely impact Redwire’s operating results.

The historical financial results of Redwire and our unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what our actual financial position or results of operations would have been.

The historical financial results of Redwire included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows we would have achieved as a combined company during the periods presented or that we will achieve in the future. This is primarily the result of the following factors:

 

   

we will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and

 

   

our capital structure is different from that reflected in Redwire’s historical financial statements prior to the Business Combination.

Similarly, our unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only. Accordingly, such pro forma financial information may not be indicative of our future operating or financial performance and our actual financial condition and results of operations may vary materially from our pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Natural disasters, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business.

The occurrence of one or more natural disasters such as fires, floods and earthquakes, unusual weather conditions, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events where our facilities or the launch facilities our transport partners use are located, or where our third-party suppliers’ facilities are located, could adversely affect our business. Natural disasters including tornados, hurricanes, floods and earthquakes may damage our facilities, the launch facilities we use or those of our suppliers, which could have a

 

63


Table of Contents

material adverse effect on our business, financial condition and results of operations. Severe weather, such as rainfall, snowfall or extreme temperatures, may impact the ability for launches to occur as planned, resulting in additional expense to reschedule, thereby reducing our sales and profitability. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military or trade disruptions impacting our domestic or foreign suppliers of components of our products, may impact our operations by, among other things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation costs. These events also could cause or act to prolong an economic recession or depression in the United States or abroad, such as the current business disruption and related financial impact resulting from the global COVID-19 health crisis. To the extent these events also impact one or more of our suppliers or result in the closure of any of their facilities or our facilities, we may be unable to fulfill our other contracts.

Net earnings and net assets could be materially affected by an impairment of goodwill.

We have a significant amount of goodwill recorded on our consolidated balance sheet as of March 31, 2021. We are required at least annually to test the recoverability of goodwill. The recoverability test of goodwill is based on the current fair value of our identified reporting units. Fair value measurement requires assumptions and estimates of many critical factors, including revenue and market growth, operating cash flows and discount rates. If general market conditions deteriorate in portions of our business, we could experience a significant decline in the fair value of reporting units. This decline could lead to an impairment of all or a significant portion of the goodwill balance, which could materially affect our GAAP net earnings and net assets.

Risks Related to the Business Combination and Integration of Businesses

Each of GPAC and Redwire have incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting, and financial advisory fees.

As part of the Business Combination, each of GPAC and Redwire are utilizing professional service firms for legal, accounting and financial advisory services. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs may exceed those estimates.

Risks Related to the Business Combination and GPAC

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “GPAC,” “we,” “us” or “our” refers to GPAC prior to the Business Combination and to New Redwire and its subsidiaries following the Business Combination.

The Sponsor has entered into a letter agreement with us to vote in favor of the Business Combination, regardless of how our other public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, pursuant to the Sponsor Agreement, the Sponsor and each of our officers and directors has agreed, among other things, to vote any founder shares held by them and any public shares purchased during or after our initial public offering (including in open market and privately-negotiated transactions) in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. Additionally, each of Genesis Park and the Crescent Park Funds has, pursuant to their respective Voting and Support Agreement entered into with Cosmos and Holdings, agreed, among other things, to vote all of the ordinary shares held by Genesis Park and the Crescent Park Funds, respectively, in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. As of the date of this proxy statement/prospectus, the Sponsor owns 4,094,406, or approximately 20.0%, of the issued and outstanding ordinary shares (excluding the shares underlying the private placement warrants), Genesis Park and the Crescent Park Funds collectively own 3,547,125, or approximately 17.3% of the issued and

 

64


Table of Contents

outstanding ordinary shares (excluding the shares underlying the private placement warrants), and our directors and officers collectively own 145,000 public shares. As a result, we would need only an additional 2,449,484, or 15.0% (assuming all outstanding ordinary shares are voted), or no ordinary shares (assuming only the minimum number of ordinary shares representing a quorum are voted), in each case, of the 16,377,622 public shares sold in our initial public offering to be voted in favor of the Business Combination in order to have the Business Combination approved. For more information related to the Sponsor Agreement and Voting and Support Agreements, see “Business Combination Proposal—Related Agreements—Sponsor Agreement” and “—Voting and Support Agreements” in the accompanying proxy statement/prospectus.

Neither the GPAC Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

Neither the GPAC Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that GPAC is paying for the Redwire business is fair to GPAC from a financial point of view. Neither the GPAC Board nor any committee thereof obtained a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the GPAC Board and management conducted due diligence on Redwire and its subsidiaries and researched the industry in which Redwire and its subsidiaries operate. The GPAC Board reviewed, among other things, financial due diligence materials prepared by professional advisors, financial and market data information on selected comparable companies, the implied purchase price multiple of Redwire’s business and the financial terms set forth in the Merger Agreement, and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, investors will be relying solely on the judgment of the GPAC Board and management in valuing the Redwire business, and the GPAC Board and management may not have properly valued Redwire’s business. The lack of a third-party valuation may also lead to an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

The COVID-19 pandemic triggered an economic crisis which may delay or prevent the consummation of the Business Combination.

In December 2019, the COVID-19 outbreak was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. Since being initially reported in China, COVID-19 has spread throughout the world and has resulted in unprecedented restrictions and limitations on operations of many businesses, educational institutions and governmental entities, including in the United States and Europe. Given the ongoing and dynamic nature of the COVID-19 pandemic, it is difficult to predict the impact on the businesses of GPAC, Redwire and New Redwire, and there is no guarantee that efforts by GPAC, Redwire or New Redwire to address the adverse impact of COVID-19 will be effective. If GPAC, Redwire or New Redwire are unable to recover from a business disruption on a timely basis, the Business Combination and New Redwire’s and its subsidiaries’ business, financial condition and results of operations following the completion of the Business Combination could be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus pandemic, and become more costly. Each of GPAC and Redwire may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.

Since the Sponsor and GPAC’s directors and executive officers have interests that are different from, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Redwire is appropriate as our initial business combination. Such interests include that the Sponsor, as well as our executive officers and directors, will lose their entire investment in us if our business combination is not completed.

When you consider the recommendation of the GPAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and GPAC’s directors and executive officers, have interests in such proposal that are different from, or in addition to (and which may conflict with), those of GPAC shareholders and warrantholders generally.

 

65


Table of Contents

These interests include, among other things, the interests listed below:

 

   

the fact that the Sponsor and the Insiders have agreed not to redeem any Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

   

the fact that the Sponsor and the Insiders have agreed to vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the 4,094,406 Class B ordinary shares it currently owns and such securities had an estimated aggregate market value of $41,353,500.60 based upon the closing price of $10.10 per public share on the NYSE on June 25, 2021, and such securities may have a significantly higher value at the time of the Business Combination;

 

   

the fact that the Sponsor paid $7,292,541 for its private placement warrants and such warrants had an estimated aggregate market value of $15,751,888.56 based upon the closing price of $2.16 per public warrant on the NYSE on June 25, 2021, and such warrants would be worthless if a business combination is not consummated by May 27, 2022 (unless such date is extended in accordance with the Existing Governing Documents);

 

   

the fact that the Sponsor and GPAC’s other current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if GPAC fails to complete an initial business combination by May 27, 2022;

 

   

the fact that the Investor Rights Agreement will be entered into by the Sponsor;

 

   

the fact that the Sponsor entered into the Sponsor Agreement pursuant to which the lock-up period to which the Sponsor and our directors and executive officers are subject was amended to provide for termination of the lock-up period 180 days after the consummation of the Business Combination (other than with respect to the private placement warrants and the New Redwire Common Stock underlying such warrants, for which the termination of the lock-up period is 30 days after the consummation of the Business Combination, and with respect to any equity securities acquired in connection with the PIPE Financing, which will not be subject to a lock-up period);

 

   

the continued indemnification of GPAC’s directors and officers and the continuation of GPAC’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

 

   

the fact that certain GPAC directors will continue as directors of New Redwire;

 

   

the fact that the Sponsor and GPAC’s officers and directors will lose their entire investment in GPAC and will not be reimbursed for any out-of-pocket expenses, which expenses amounted to approximately $62,258 as of June 30, 2021, if an initial business combination is not consummated by May 27, 2022; and

 

   

the fact that if the trust account is liquidated, including in the event GPAC is unable to complete an initial business combination by May 27, 2022, the Sponsor has agreed to indemnify GPAC to ensure that the proceeds in the trust account are not reduced below $10.15 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which GPAC has entered into an acquisition agreement or claims of any third party for services rendered or products sold to GPAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account.

See “Business Combination Proposal—Interests of GPAC’s Directors and Executive Officers in the Business Combination” for additional information on interests of GPAC’s directors and executive officers.

The personal and financial interests of our initial shareholders as well as GPAC’s directors and executive officers may have influenced their motivation in identifying and selecting Redwire as a business combination target, and may influence their motivation in completing the Business Combination and influence the operation of the business of New Redwire following the Business Combination. In considering the recommendations of GPAC’s directors to vote for the proposals, GPAC’s shareholders should consider these interests.

 

66


Table of Contents

The exercise of GPAC’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in GPAC’s shareholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require GPAC to agree to amend the Merger Agreement, to consent to certain actions taken by Redwire or Cosmos or to waive rights that GPAC is entitled to under the Merger Agreement. Such events could arise because of changes in the course of the business of Redwire and its subsidiaries, a request by Redwire to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on the business of Redwire and its subsidiaries and would entitle GPAC to terminate the Merger Agreement. In any of such circumstances, it would be at GPAC’s discretion, acting through the GPAC Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what they may believe is best for GPAC and its shareholders and what they may believe is best for themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, GPAC does not believe there will be any changes or waivers that GPAC’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, GPAC will circulate a new or amended proxy statement/prospectus and resolicit GPAC’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

As a “controlled company” within the meaning of NYSE listing standards, New Redwire will qualify for exemptions from certain corporate governance requirements. New Redwire has the opportunity to elect any of the exemptions afforded a controlled company.

Because Redwire will control more than a majority of the total voting power of the New Redwire Common Stock following the consummation of the Business Combination, New Redwire will be a “controlled company” within the meaning of NYSE listing standards. Under NYSE Listing Rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with the following NYSE Rules regarding corporate governance:

 

   

the requirement that a majority of the New Redwire Board consist of independent directors;

 

   

the requirement that the New Redwire Board have a nominating and corporate governance committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities;

 

   

the requirement that the New Redwire Board have a compensation committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities; and

 

   

the requirement that the New Redwire Board conduct an annual performance evaluation of the nominating, corporate governance and compensation committees.

New Redwire currently expects that upon consummation of the Business Combination, six of its seven directors will be independent directors, and it is expected that the New Redwire Board will have a compensation committee (in addition to an independent audit committee and nominating and corporate governance committee). However, for as long as the “controlled company” exemption is available, the New Redwire Board in the future may not consist of a majority of independent directors and may not have an independent nominating committee or compensation committee. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all NYSE Listing Rules regarding corporate governance.

 

67


Table of Contents

Subsequent to consummation of the Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring or impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Redwire and its subsidiaries has identified all material issues or risks associated with Redwire or its subsidiaries, their business or the industry in which they operate and compete. As a result of these factors, we may incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in us reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or New Redwire. Accordingly, any shareholders of GPAC who choose to remain New Redwire stockholders following the Business Combination could suffer a reduction in the value of their shares and warrants. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrantholders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants will be deemed to have notice of and to have consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrantholder in any such enforcement action by service upon such warrantholder’s counsel in the foreign action as agent for such warrantholder.

This choice-of-forum provision may limit a warrantholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and the GPAC Board.

 

68


Table of Contents

Our ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel of New Redwire, including those from Redwire, and some of whom may join New Redwire following the Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of New Redwire.

Our ability to successfully effect the Business Combination and be successful thereafter will be dependent upon the efforts of our key personnel. We expect New Redwire’s current management to remain in place. We cannot assure you that we will be successful in integrating and retaining such key personnel, or in identifying and recruiting additional key individuals we determine may be necessary following the Business Combination.

The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what New Redwire’s and its subsidiaries’ actual financial position or results of operations would have been.

The unaudited pro forma financial information in this proxy statement/ prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Redwire being considered the accounting acquirer in the transaction, the debt obligations and the cash and cash equivalents of Redwire at the closing, and the number of public shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of New Redwire’s future operating or financial performance and New Redwire’s actual financial condition and results of operations may vary materially from New Redwire’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/ prospectus, including as a result of such assumptions not being accurate. Additionally, the acquisition adjustments could differ materially from the unaudited pro forma adjustments presented in this proxy statement/ prospectus. The unaudited pro forma condensed combined financial information does not give effect to any operating efficiencies or cost savings that may be associated with the transaction. As described in the “Unaudited Pro Forma Condensed Combined Financial Information,” the transaction will be accounted for as a reverse recapitalization.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business combination or optimize the capital structure of New Redwire.

At the time of entering into the Merger Agreement, we did not know how many shareholders may exercise their redemption rights, and therefore, we needed to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. The consummation of the Business Combination is conditioned upon, among other things, (i) the approval of the Condition Precedent Proposals; (ii) the expiration and termination of the applicable waiting period under the HSR Act relating to the transactions contemplated by the Merger Agreement having expired or been terminated; and (iii) the Minimum Closing Cash Condition. Therefore, if our public shareholders exercise with redemption rights with respect to a large number of our public shares, then unless such conditions are waived by Holdings, we may be unable to satisfy such conditions and the merger agreement could terminate and the proposed Business Combination may not be consummated.

The Sponsor, as well as Redwire, our directors, executive officers, advisors and their affiliates may elect to purchase public shares prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our Class A ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, Redwire and/or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the

 

69


Table of Contents

Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Redwire and/or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Business Combination Proposal, the Governing Documents Proposals, the NYSE Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, and the Adjournment Proposal are approved by the affirmative vote of holders of at least a majority of the issued ordinary shares who, being present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, vote on such matter, (ii) the Domestication Proposal and the Charter Amendment Proposal are approved by the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, vote on such matter (iii) the Minimum Closing Cash Condition is met and otherwise limit the number of public shares electing to redeem and (iv) New Redwire’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the number of shares that will be submitted for redemption. The Sponsor and each of our officers and directors has, pursuant to the Sponsor Agreement, agreed, among other things, to vote all of their ordinary shares in favor of the Business Combination and the other proposals being presented at the extraordinary general meeting and not to elect to redeem or tender or submit for redemption their ordinary shares in connection with the Business Combination. The Class B ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per share redemption price. Additionally, pursuant to the Voting and Support Agreement, each of Genesis Park and Crescent Park has agreed, among other things, to vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus and not to elect to redeem or tender or submit for redemption their ordinary shares.

Entering into any such arrangements may have a depressive effect on the ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he or she owns, either at or prior to the Business Combination.

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.

In addition, if such purchases are made, the public “float” of our public shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held

 

70


Table of Contents

in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be in the best interests of the Company under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.15 per share initially held in the trust account, due to claims of such creditors. In order to protect the amounts held in the trust account, the Sponsor has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduces the amount of funds in the trust account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, even in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwise enter compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public shareholders $10.00 per share (which was the offering price in our initial public offering).

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.15 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.15 per share due to reductions in the value of the trust assets, in each case net of the interest, which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors, in exercising their business judgment and subject to their fiduciary duties, may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.15 per share.

 

71


Table of Contents

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and the GPAC Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, the GPAC Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.

If we are deemed to be an investment company under the Investment Company Act (as defined herein), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 

   

restrictions on the nature of our investments; and

 

   

restrictions on the issuance of securities.

 

   

In addition, we may have imposed upon us certain burdensome requirements, including:

 

   

registration as an investment company;

 

   

adoption of a specific form of corporate structure; and

 

   

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 

72


Table of Contents

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering was not intended for persons who were seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Existing Governing Documents to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by May 27, 2022 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination by May 27, 2022, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.15 per share, or less in certain circumstances described herein, on the liquidation of our trust account and our warrants will expire worthless.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of the New Redwire Common Stock held by non-affiliates exceeds $700 million as of any June 30, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some

 

73


Table of Contents

investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our ordinary shares or, after the Business Combination, the shares of New Redwire Common Stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares or, after the Business Combination, the shares of New Redwire Common Stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies. Redwire is not currently a publicly reporting company required to comply with Section 404 of the Sarbanes-Oxley Act and New Redwire management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to New Redwire after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of New Redwire Common Stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The price of New Redwire Common Stock and New Redwire warrants may be volatile.

Upon consummation of the Business Combination, the price of New Redwire Common Stock and New Redwire warrants may fluctuate due to a variety of factors, including:

 

   

changes in the industries in which New Redwire and its subsidiaries and customers operate;

 

   

variations in the operating performance of New Redwire and its subsidiaries and the performance of its competitors in general;

 

74


Table of Contents
   

material and adverse impacts of the COVID-19 pandemic on the markets in which New Redwire and its subsidiaries and customers operate and the broader global economy;

 

   

actual or anticipated fluctuations in New Redwire’s and its subsidiaries’ quarterly or annual results of operation;

 

   

publication of research reports by securities analysts about New Redwire or its subsidiaries or competitors or their respective industries or markets;

 

   

the public’s reaction to New Redwire’s press releases, its other public announcements and its filings with the SEC;

 

   

New Redwire’s failure or the failure of its competitors to meet analysts’ projections or guidance that New Redwire or its competitors may give to the market;

 

   

additions and departures of key personnel;

 

   

changes in laws and regulations affecting the business of New Redwire as a whole or of any of its subsidiaries or customers;

 

   

commencement of, or involvement in, litigation involving New Redwire or any of its subsidiaries or customers;

 

   

changes in New Redwire’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of shares of New Redwire Common Stock available for public sale;

 

   

sales of shares of New Redwire Common Stock by the PIPE Investors; and

 

   

general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.

These market and industry factors may materially reduce the market price of the New Redwire Common Stock and the warrants regardless of the operating performance of New Redwire and its subsidiaries.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of New Redwire Common Stock to drop significantly, even if the business of New Redwire and its subsidiaries is doing well.

Sales of a substantial number of shares of New Redwire Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the New Redwire Common Stock.

It is anticipated that, upon completion of the Business Combination and after giving effect to the surrender and forfeiture of 2,000,000 private placement warrants held by the Sponsor and Jefferies, and subsequent issuance of a number of newly issued warrants to purchase New Redwire Common Stock equal to such surrendered and forfeited private placement warrants to Holdings in the Business Combination, (i) Holdings will own approximately 54.9% of the outstanding New Redwire Common Stock and (ii) the Sponsor will own approximately 6.1% of the outstanding New Redwire Common Stock, in each case, assuming that none of GPAC’s outstanding public shares are redeemed in connection with the Business Combination, or approximately 62.3% and 6.9%, respectively, assuming that 8,004,296 of GPAC’s outstanding public shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination in order to satisfy the Minimum Closing Cash Condition based on a per share redemption price of $10.15 per share) are redeemed in connection with the Business Combination. These percentages assume that (i) 37,200,000 shares of New Redwire Common Stock are issued to Holdings at the Closing; (ii) 10,000,000 shares of New Redwire

 

75


Table of Contents

Common Stock are issued to the PIPE Investors in the PIPE Financing; and (iii) no public warrants or private placement warrants to purchase New Redwire Common Stock that will be outstanding immediately following the Closing have been exercised. If the actual facts are different than these assumptions, the ownership percentages in New Redwire will be different.

Although the Sponsor and Holdings will be subject to certain restrictions regarding the transfer of New Redwire Common Stock, these shares may be sold after the expiration of the respective applicable lock-ups under the Sponsor Agreement and the Investor Rights Agreement, respectively. We intend to file one or more registration statements prior to or shortly after the closing of the Business Combination to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of New Redwire Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell such shares.

The public shareholders will experience immediate dilution as a consequence of the issuance of New Redwire Common Stock as consideration in the Business Combination and in the PIPE Financing.

In accordance with the terms and subject to the conditions of the Merger Agreement, at the First Effective Time, (i) the common units of Cosmos issued and outstanding as of immediately prior to the First Effective Time (other than units held by Cosmos as treasury units or owned by GPAC, Merger Sub or Cosmos immediately prior to the First Effective Time (which units will be cancelled for no consideration as part of the First Merger)) will be cancelled and automatically deemed for all purposes to represent the right to receive, in the aggregate, the merger consideration comprised of $75,000,000 in cash, 37,200,000 shares of New Redwire Common Stock and 2,000,000 warrants to purchase shares of New Redwire Common Stock, without interest and otherwise in accordance with the terms of the Merger Agreement and (ii) 10,000,0000 shares of New Redwire Common Stock will be issued in connection with the PIPE Financing.

The issuance of additional New Redwire Common Stock will significantly dilute the equity interests of existing holders of GPAC securities, and may adversely affect prevailing market prices of the New Redwire Common Stock and/or the warrants exercisable to purchase New Redwire Common Stock.

Warrants will become exercisable for New Redwire Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

If the Business Combination is completed, outstanding warrants to purchase an aggregate of 15,920,979 shares of New Redwire Common Stock will become exercisable in accordance with the terms of the warrant agreement governing those securities. These warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of New Redwire Common Stock will be issued, which will result in dilution to the holders of New Redwire Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the prevailing market prices of the New Redwire Common Stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “—Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.”

Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment.

The warrants were issued in registered form under a warrant agreement between Continental, as warrant agent, and GPAC. The warrant agreement provides that the terms of the warrants may be amended without the consent

 

76


Table of Contents

of any holder to cure any ambiguity or correct any defective provision or correct any mistake, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of New Redwire Common Stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the New Redwire Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrantholders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

In addition, we may redeem your warrants at any time after they become exercisable and prior to their expiration at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants. None of the private placement warrants will be redeemable by us, subject to certain circumstances, so long as they are held by the Sponsor or its permitted transferees.

The NYSE may not list New Redwire’s securities on its exchange, which could limit investors’ ability to make transactions in New Redwire’s securities and subject New Redwire to additional trading restrictions.

An active trading market for New Redwire’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In connection with the Business Combination, in order to continue to maintain the listing of our securities on the NYSE, we will be required to demonstrate compliance with the NYSE’s listing requirements. We will apply to have New Redwire’s securities listed on the NYSE upon consummation of the Business Combination. We cannot assure you that we will be able to meet all listing requirements. Even if New Redwire’s securities are listed on the NYSE, New Redwire may be unable to maintain the listing of its securities in the future.

If New Redwire fails to meet the listing requirements and the NYSE does not list New Redwire’s securities on its exchange, the Redwire parties would not be required to consummate the Business Combination. In the event that the Redwire parties elected to waive this condition, and the Business Combination was consummated without the New Redwire securities being listed on the NYSE or on another national securities exchange, New Redwire could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for New Redwire securities;

 

77


Table of Contents
   

reduced liquidity for New Redwire securities;

 

   

a determination that the New Redwire Common Stock is a “penny stock” which will require brokers trading in the New Redwire Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Redwire’s securities;

 

   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If New Redwire securities were not listed on the NYSE, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of the New Redwire Common Stock.

Securities research analysts may establish and publish their own periodic projections for New Redwire and its subsidiaries following consummation of the Business Combination. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. While we expect research analyst coverage following consummation of the Business Combination, if no analysts commence coverage of us, the market price and volume for shares of New Redwire Common Stock could be adversely affected.

We are subject to, and New Redwire will be subject to, changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both GPAC’s costs and the risk of non-compliance and will increase New Redwire’s costs and the risk of non-compliance.

We are and New Redwire will be subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in, and New Redwire’s efforts to comply likely will result in, increased general and administrative expenses and a diversion of management time and attention.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to New Redwire’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies, or SPACs (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to

 

78


Table of Contents

be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on November 27, 2020, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.

Therefore, GPAC, in consultation with its audit committee, concluded that (i) GPAC’s previously issued audited financial statements as of December 31, 2020 and for the period from July 29, 2020 (inception) through December 31, 2020, as previously reported in its Form 10-K and (ii) certain items on the audited balance sheet dated as of November 27, 2020, as previously reported in a Current Report on Form 8-K filed with the SEC on December 3, 2020 (the “Affected Periods”) should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares and should no longer be relied upon.

Historically, the warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non-cash changes in estimated fair value of the warrants, based on our application of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”). The views expressed in the SEC Staff Statement were not consistent with GPAC’s historical interpretation of the specific provisions within its warrant agreement and GPAC’s application of ASC 815-40 to the warrant agreement. We reassessed our accounting for warrants issued on November 27, 2020, in light of the SEC Staff’s published views. Based on this reassessment, we determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations for the Affected Periods.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this proxy statement/prospectus, we identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures for the Affected Periods.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our consolidated financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will

 

79


Table of Contents

ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering, see “Note 2—Restatement of Previously Issued Financial Statements” to the accompanying consolidated financial statements.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

Following the issuance of the SEC Staff Statement, GPAC, in consultation with its audit committee, concluded that its previously issued Financial Statements for the Affected Periods should be restated because of a misapplication in the guidance around accounting for certain of our outstanding warrants to purchase ordinary shares and should no longer be relied upon. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of the restatements, we identified a material weakness in our internal controls over financial reporting.

As a result of such material weakness, the restatements, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatements and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this annual report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.

Any future inquiries from the SEC or NYSE as a result of the restatement of our historical financial statements will, regardless of the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement itself.

Risks Related to the Consummation of the Domestication

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “GPAC,” “we,” “us” or “our” refers to GPAC prior to the Business Combination and to New Redwire and its subsidiaries following the Business Combination.

 

80


Table of Contents

The Domestication may result in adverse tax consequences for holders of public shares.

U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—U.S. Holders”) may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of New Redwire Common Stock, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations—Non-U.S. Holders” below) may become subject to withholding tax on any dividends paid or deemed paid on shares of New Redwire Common Stock after the Domestication.

Based on, and subject to, the assumptions, qualifications and limitations set forth in the opinion included as Exhibit 8.1 hereto, it is the opinion of Willkie Farr & Gallagher LLP that the Domestication should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, as discussed more fully under “U.S. Federal Income Tax Considerations.” However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as GPAC, this result is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the U.S. Internal Revenue Service (“IRS”) or a court considering the issue would take a contrary position. If the Domestication fails to qualify as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations—U.S. Holders”) generally would recognize gain or loss with respect to its public shares or public warrants in an amount equal to the difference, if any, between the fair market value of the New Redwire Common Stock or New Redwire warrants received in the Domestication and the U.S. Holder’s adjusted tax basis in its public shares and public warrants surrendered in exchange therefor.

In the case of a transaction, such as the Domestication that should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, so qualifies, U.S. Holders will be subject to Section 367(b) of the Code and, as a result: a U.S. Holder who on the day of the Domestication beneficially owns (actually and constructively) public shares with a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of GPAC’s earnings in income in respect of the Domestication; a U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) public shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of our shares entitled to vote and less than 10% or more of the total value of all classes of our shares, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its public shares for shares of New Redwire Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to the public shares held directly by such U.S. Holder; and a U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of our shares entitled to vote or 10% or more of the total value of all classes of our shares, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to the public shares held directly by such U.S. Holder; however, any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code.

In the case of a transaction, such as the Domestication, that should qualify as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of public shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its public shares for shares of New Redwire Common Stock pursuant to the Domestication under PFIC, rules of the Code equal to the excess, if any, of the fair market value of the shares of New Redwire Common Stock received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding public shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “U.S. Federal Income Tax Considerations.”

 

81


Table of Contents

All holders are urged to consult their tax advisor for the tax consequences of the Domestication to their particular situation. For a more detailed description of the U.S. federal income tax consequences associated with the Domestication, see “U.S. Federal Income Tax Considerations.”

Upon consummation of the Business Combination, the rights of holders of New Redwire Common Stock arising under the DGCL as well as the Proposed Governing Documents will differ from and may be less favorable than the rights of holders of Class A ordinary shares arising under Cayman Islands law as well as our Existing Governing Documents.

Upon consummation of the Business Combination, the rights of holders of New Redwire Common Stock will arise under the Proposed Governing Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in the Existing Governing Documents and Cayman Islands law and, therefore, some rights of holders of New Redwire Common Stock could differ from the rights that holders of Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that New Redwire becomes involved in costly litigation, which could have a material adverse effect on New Redwire.

In addition, there are differences between the Proposed Governing Documents of New Redwire and the current constitutional documents of GPAC. For a more detailed description of the rights of holders of New Redwire Common Stock and how they may differ from the rights of holders of Class A ordinary shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of New Redwire are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus, and we urge you to read them.

Delaware law and New Redwire’s Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Governing Documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the New Redwire Board and therefore depress the trading price of New Redwire Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the New Redwire Board or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Governing Documents include provisions regarding:

 

   

a classified board of directors;

 

   

the ability of stockholders to act by written consent without a meeting so long as Holdings and its permitted transferees beneficially own 50% or more of the voting power of New Redwire;

 

   

the ability of the New Redwire Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

 

   

the limitation of the liability of, and the indemnification of, New Redwire’s directors and officers;