Exhibit 99.2


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REDWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION


TABLE OF CONTENTS
Page
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2025
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2024
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the quarter ended March 31, 2025
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 – Basis of Presentation
Note 2 – Significant Accounting Policies
Note 3 – Reclassification Adjustments
Note 4 – Debt Financing
Note 5 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Note 6 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss)
Note 7 – Net Income (Loss) Per Share








UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Capitalized terms used but not defined in this Exhibit 99.2 shall have the meanings ascribed to them in Redwire Corporation’s Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2025.

Introduction

On January 20, 2025, Redwire Corporation (“Acquirer” or “Redwire”) entered into an agreement and plan of merger (the “Merger Agreement”) by and among (i) Edge Autonomy Ultimate Holdings, LP, a Delaware limited partnership (f/k/a UAVF Ultimate Holdings, LP) ("Seller"), (ii) Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company (f/k/a UAVF Intermediate Holdings, LLC) (“Edge Autonomy”), (iii) Redwire, (iv) Echelon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Redwire (“Merger Sub”), and (v) Echelon Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Redwire (“Purchaser”, together with Seller, the "Company", Redwire and Merger Sub, the “Parties”, and each, a “Party”), as amended on February 3, 2025 and June 8, 2025, pursuant to which Merger Sub ceased to exist and the Company became a wholly-owned subsidiary of Redwire (the “First Merger”), with Edge Autonomy being the surviving company (the “Initial Surviving Company”). Immediately following the First Merger, the Initial Surviving Company merged with and into the Purchaser (“Second Merger” together with the First Merger, the “Merger”), whereupon the Initial Surviving Company ceased to exist and Purchaser continued as a wholly-owned subsidiary of Redwire. Under the terms of the Merger Agreement, Redwire acquired Edge Autonomy for $925 million, subject to working capital, cash, and debt adjustments. Shareholders of Edge Autonomy received $60 million in cash net of $100 million Seller Note financing and $765 million in shares of Redwire common stock, based on the volume-weighted average trading price on the New York Stock Exchange for the 30 trading days ending on January 17, 2025 of $15.07. The estimated equity consideration, considering working capital, cash, and debt adjustments, is approximately 49.3 million shares of Redwire common stock, reflecting a fair value of approximately $897 million based on Redwire’s closing share price of $18.18 on June 10, 2025. Of the $60 million net cash consideration, it is estimated that $113 million will be paid directly to Seller and $47 million will be paid to settle Seller expenses and indebtedness. The cash proceeds are expected to be funded through the issuance of $90 million new term debt, $100 million Seller Note financing, and existing cash balances.

The unaudited pro forma condensed combined financial information, which is derived from Redwire’s historical consolidated financial statements as included in its Annual Report on Form 10-K, for the year ended December 31, 2024, filed with the SEC on March 11, 2025, and Redwire's historical condensed consolidated financial statements as included in its Quarterly Report on Form 10-Q, for the three months ended March 31, 2025, filed with the SEC on May 12, 2025, which are incorporated by reference, and Edge Autonomy’s historical consolidated financial statements for the year ended December 31, 2024, as included within Redwire's Current Report on Form 8-K filed with the SEC on April 3, 2025, and Edge Autonomy's historical consolidated financial statements for the three months ended March 31, 2025, as included within Exhibit 99.1 of this Form 8-K, which are incorporated by reference, has been prepared in accordance with Article 8 and Article 11 of Regulation S-X, and is presented as follows:

The unaudited pro forma condensed combined balance sheet as of March 31, 2025, was prepared based on (i) the unaudited condensed consolidated balance sheet of Redwire as of March 31, 2025, and (ii) the unaudited condensed consolidated balance sheet of Edge Autonomy as of March 31, 2025.
The unaudited pro forma condensed combined statement of operations and comprehensive income (loss) for the year ended December 31, 2024, was prepared based on (i) the audited consolidated statement of operations and comprehensive income (loss) of Redwire for the year ended December 31, 2024, and (ii) the audited consolidated statement of operations and comprehensive income (loss) of Edge Autonomy for the year ended December 31, 2024.
The unaudited pro forma condensed combined statement of operations and comprehensive income (loss) for the three months ended March 31, 2025, was prepared based on (i) the unaudited condensed consolidated statement of operations and comprehensive income (loss) of Redwire for the three months ended March 31, 2025, and (ii) the unaudited condensed consolidated statement of operations and comprehensive income (loss) of Edge Autonomy for the three months ended March 31, 2025.

The historical financial statements of Redwire and Edge Autonomy have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give pro forma effect to events which are necessary to account for the Merger and debt financing in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances.

The Merger will be treated as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Redwire as the accounting acquirer and Edge Autonomy as the accounting acquiree. Per guidance from ASC 805, the total consideration will be allocated to Edge Autonomy’s assets acquired and liabilities assumed based upon their estimated fair values at the Merger date, which closed on June 13, 2025. The process of valuing the net assets of Edge Autonomy




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at the expected acquisition date, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed will be reflected as goodwill. Accordingly, the purchase consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and represents the best estimate of fair value, which is subject to revision based on a final determination of fair value at close of the Merger.

As a result of the foregoing, the unaudited pro forma condensed combined financial information is based on the preliminary information available and management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. Redwire will finalize the accounting for the Merger as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one (1) year from the closing date of the Merger.

The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not proport to represent what the combined company’s actual results of operations or financial position would have been had the Merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein.

The following unaudited pro forma condensed combined financial information gives effect to the Merger and debt financing, which includes the following specific adjustments:

Certain reclassifications to conform Edge Autonomy’s historical financial statement presentation to Redwire’s presentation;
Application of the acquisition method of accounting under the provisions of ASC 805 and to reflect estimated consideration of approximately $1,057 million;
Proceeds and uses of the debt financing entered into in connection with the Merger; and
Non-recurring transaction costs in connection with the Merger.

In finalizing the accounting for the Merger, Redwire will perform a detailed review of Edge Autonomy’s accounting policies. As a result of that review, Redwire may identify differences between the accounting policies of Redwire and Edge Autonomy that, when conformed, could have a material impact on the consolidated financial statements of the combined company. At this time, Redwire is not aware of any significant accounting policy differences. The pro forma financial statements do not reflect any cost or growth synergies that the combined company may achieve as a result of the Merger, or the costs to combine the operations of Redwire and Edge Autonomy, or the costs necessary to achieve these cost or growth synergies.






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REDWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2025
(In thousands of U.S. dollars)
Redwire (Historical)Edge Autonomy (Historical Adjusted)
(Note 3)
Debt Financing AdjustmentsNotesTransaction Accounting AdjustmentsNotesPro Forma Combined
Assets
Current assets:
Cash, cash equivalents and restricted cash$54,221 $47,270 $85,622  4(A) $(60,000)5(B)$64,957 
(473) 4(C) (14,413) 5(C)
(47,270) 5(D)
Contract assets60,757 — — — 60,757 
Accounts receivable, net15,247 14,842 — — 30,089 
Inventory2,192 40,250 — — 42,442 
Prepaid expenses and other current assets9,718 5,010 134  4(C) — 14,862 
Total current assets142,135 107,372 85,283 (121,683)213,107 
Property, plant and equipment, net18,759 19,149 — 457  5(E) 38,365 
Right-of-use assets16,070 16,305 — — 32,375 
Intangible assets, net62,070 29,149 — 377,266  5(F) 468,485 
Goodwill71,996 32,630 — 1,056,525  5(A) 781,299 
(457) 5(E)
(377,266) 5(F)
(22,902) 5(D)
99,681  5(G)
(78,908) 5(H)
Other non-current assets3,069 10,095 — — 13,164 
Total assets$314,099 $214,700 $85,283 $932,713 $1,546,795 




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REDWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2025
(In thousands of U.S. dollars)
Redwire (Historical)Edge Autonomy (Historical Adjusted)
(Note 3)
Debt Financing AdjustmentsNotesTransaction Accounting AdjustmentsNotesPro Forma Combined
Liabilities, Convertible Preferred Stock and Equity (Deficit)
Current liabilities:
Accounts payable$28,179 $6,496 $— $— $34,675 
Short-term debt, including current portion of long-term debt780 11,250 4,500  4(A) (11,250) 5(D) 5,280 
Short-term operating lease liabilities4,481 2,476 — — 6,957 
Short-term finance lease liabilities496 — — — 496 
Accrued expenses19,825 12,258 — (780) 5(D) 31,303 
Deferred revenue59,748 29,896 — — 89,644 
Other current liabilities5,033 13 — — 5,046 
Total current liabilities118,542 62,389 4,500 (12,030)173,401 
Long-term debt, net104,375 58,142 81,122  4(A) (58,142) 5(D) 285,158 
(339) 4(C) 100,000  5(B)
Long-term operating lease liabilities14,267 14,235 — — 28,502 
Long-term finance lease liabilities1,006 — — — 1,006 
Warrant liabilities6,688 — — — 6,688 
Deferred tax liabilities615 — — 99,681  5(G) 100,296 
Other non-current liabilities1,936 1,026 — — 2,962 
Total liabilities247,429 135,792 85,283 129,509 598,013 
Convertible preferred stock, $0.0001 par value134,734 — — — 134,734 
Shareholders’ Equity (Deficit)
Preferred stock, $0.0001 par value— — — — — 
Common stock, $0.0001 par value53,416 —  5(A) 13 
(53,416) 5(H)
Treasury stock(3,573)— — — (3,573)
Additional paid-in capital284,381 — — 896,520  5(A) 1,180,901 
Retained earnings (accumulated deficit)(351,054)29,350 — (14,413) 5(C) (365,467)
(29,350) 5(H)
Accumulated other comprehensive income (loss)2,174 (3,858)— 3,858  5(H) 2,174 
Total equity (deficit)(68,064)78,908 — 803,204 814,048 
Total liabilities, convertible preferred stock and equity (deficit)$314,099 $214,700 $85,283 $932,713 $1,546,795 

See accompanying notes to unaudited pro forma condensed combined financial statements.




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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Year Ended December 31, 2024
(In thousands of U.S. dollars, except share data)
Redwire (Historical)Edge Autonomy (historical Adjusted)
(Note 3)
Debt Financing AdjustmentsNotesTransaction Accounting AdjustmentsNotesPro Forma Combined
Revenues$304,101 $194,983 $— $— $499,084 
Cost of sales259,646 100,113 — — 359,759 
Gross profit44,455 94,870   139,325 
Operating expenses:
Selling, general and administrative expenses71,398 50,501 — 25,762  6(A) 147,757 
96  6(B)
Research and development6,128 14,952 — — 21,080 
Transaction expenses9,129 3,132 — 14,413  6(C) 26,674 
Operating income (loss)(42,200)26,285  (40,271)(56,186)
Interest expense, net13,483 6,296 5,885  4(B) 23,048  6(D) 49,329 
617  4(C)
Other (income) expense, net60,648 (374)— — 60,274 
Income (loss) before income taxes(116,331)20,363 (6,502)(63,319)(165,789)
Income tax expense (benefit)(2,020)4,590 (1,716) 4(D) (16,659) 6(E) (15,805)
Net income (loss)(114,311)15,773 (4,786)(46,660)(149,984)
Net income (loss) attributable to noncontrolling interests— — — 
Net income (loss) attributable to Redwire Corporation$(114,315)$15,773 $(4,786)$(46,660)$(149,988)
Dividends on Convertible Preferred Stock41,052 — — — 41,052 
Net income (loss) available to common shareholders(155,367)15,773 (4,786)(46,660)(191,040)
Net income (loss) per share: (Note 7)
Basic and diluted $(2.35)$(1.65)
Weighted-average shares outstanding:
Basic and diluted 66,146,155 115,459,959 
Comprehensive income (loss)
Net income (loss) attributable to Redwire Corporation(114,315)15,773 (4,786)(46,660)(149,988)
Foreign currency translation gain (loss), net of tax (1,407)(4,675)— — (6,082)
Total other comprehensive income (loss), net of tax(1,407)(4,675)— — (6,082)
Total comprehensive income (loss)(115,722)11,098 (4,786)(46,660)(156,070)

See accompanying notes to unaudited pro forma condensed combined financial statements.




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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended March 31, 2025
(In thousands of U.S. dollars, except share data)
Redwire (Historical)Edge Autonomy (historical Adjusted)
(Note 3)
Debt Financing AdjustmentsNotesTransaction Accounting AdjustmentsNotesPro Forma Combined
Revenues$61,395 $35,357 $— $— $96,752 
Cost of sales52,354 14,464 — — 66,818 
Gross profit9,041 20,893   29,934 
Operating expenses:
Selling, general and administrative expenses18,746 13,343 — 6,450  6(A) 38,563 
24  6(B)
Research and development813 5,180 — — 5,993 
Transaction expenses3,799 3,003 — — 6,802 
Operating income (loss)(14,317)(633) (6,474)(21,424)
Interest expense, net3,594 1,792 1,164  4(B) 5,973  6(D) 12,743 
220  4(C)
Other (income) expense, net(14,781)(139)— — (14,920)
Income (loss) before income taxes(3,130)(2,286)(1,384)(12,447)(19,247)
Income tax expense (benefit)(182)(681)(365) 4(D) (3,272) 6(E) (4,500)
Net income (loss)(2,948)(1,605)(1,019)(9,175)(14,747)
Dividends on Convertible Preferred Stock3,531 — — — 3,531 
Net income (loss) available to common shareholders(6,479)(1,605)(1,019)(9,175)(18,278)
Net income (loss) per share: (Note 7)
Basic and diluted $(0.09)$(0.15)
Weighted-average shares outstanding:
Basic and diluted 71,192,148 120,505,952 
Comprehensive income (loss)
Net income (loss) attributable to Redwire Corporation(2,948)(1,605)(1,019)(9,175)(14,747)
Foreign currency translation gain (loss), net of tax835 3,355 — — 4,190 
Total other comprehensive income (loss), net of tax835 3,355 — — 4,190 
Total comprehensive income (loss)(2,113)1,750 (1,019)(9,175)(10,557)

See accompanying notes to unaudited pro forma condensed combined financial statements.




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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 8 and Article 11 of Regulation S-X.

Both Redwire and Edge Autonomy historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars.

The unaudited pro forma condensed combined financial information is prepared using the acquisition method of accounting in accordance with ASC 805, with Redwire treated as the accounting acquirer for the Merger. Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed merger closing date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The unaudited pro forma condensed combined balance sheet is presented as if the Merger had occurred on March 31, 2025, and the unaudited pro forma condensed combined statements of operations and comprehensive income (loss) for the year ended December 31, 2024 and for the three months ended March 31, 2025 are presented as if the Merger had occurred on January 1, 2024.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Merger and integration costs that may be incurred. The pro forma adjustments represent Redwire’s best estimates and are based upon currently available information and certain assumptions that Redwire believes are reasonable under the circumstances. Redwire is not aware of any material transactions between Redwire and Edge Autonomy during the periods presented. Accordingly, adjustments to eliminate transactions between Redwire and Edge Autonomy have not been reflected in the unaudited pro forma condensed combined financial information.


Note 2 – Significant Accounting Policies

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in Redwire’s audited financial statements as of and for the year ended December 31, 2024. Management is currently not aware of any significant accounting policy differences and, therefore, has not made any adjustments to the pro forma condensed combined financial information related to these potential differences other than the adjustments described in Note 3 below. Upon completion of accounting for the Merger and management’s comprehensive review, management may identify differences in accounting policies between the two entities which, when conformed, could have a material impact on the consolidated financial statements of Redwire following the Merger.


Note 3 – Reclassification Adjustments

Certain reclassifications are reflected in the pro forma adjustments to conform Edge Autonomy’s financial statement presentation to Redwire’s in the unaudited pro forma condensed combined balance sheet and statement of operations and comprehensive income (loss). These reclassifications have no effect on previously reported shareholders’ equity or income of Redwire or Edge Autonomy. The pro forma financial information may not reflect all reclassifications necessary to conform Edge Autonomy’s presentation to that of Redwire due to limitations on the availability of information as of the date of this Form 8-K. Accounting policy differences and additional reclassification adjustments may be identified as more information becomes available.

The following reclassification adjustments were made to conform Edge Autonomy’s financial statement presentation to Redwire’s:








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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
UNAUDITED CONDENSED COMBINED BALANCE SHEET
As of March 31, 2025
(In thousands of U.S. dollars)
 Redwire presentation  Edge Autonomy presentation  Edge Autonomy (Historical)  Reclassification Adjustments  Notes  Edge Autonomy Historical Adjusted
AssetsAssets
Current assets:Current assets:
Cash, cash equivalents and restricted cashCash$42,651 $4,619  (A) $47,270 
Restricted cash4,619 (4,619) (A) — 
Accounts receivable, netAccounts receivable, net of allowance for credit losses14,842 — 14,842 
InventoryInventories40,250 — 40,250 
Prepaid expenses and other current assetsPrepaid expenses and other current assets5,010 — 5,010 
Total current assetsTotal current assets107,372  107,372 
Property, plant and equipment, netProperty and equipment, net19,149 — 19,149 
Right-of-use assetsOperating lease right-of-use assets16,305 — 16,305 
Intangible assets, net— 29,149  (B) 29,149 
Customer relationships, net18,663 (18,663) (B) — 
Technology, net9,178 (9,178) (B) — 
Other intangible assets1,308 (1,308) (B) — 
GoodwillGoodwill32,630 — 32,630 
Deferred tax assetsDeferred tax asset9,869 (9,869) (C) — 
Other non-current assetsOther non-current assets226 9,869  (C) 10,095 
Total assetsTotal assets$214,700 $ $214,700 
Liabilities, convertible preferred stock and equity (deficit)Liabilities and Members' Equity
Current liabilities:Current liabilities:
Accounts payableAccounts payable$6,496 $— $6,496 
Short-term debt, including current portion of long-term debtCurrent portion of long-term debt11,250 — 11,250 
Short-term operating lease liabilitiesShort-term operating lease liabilities 2,476 — 2,476 
Accrued expensesAccrued expenses11,563 695  (D) 12,258 
Deferred revenueDeferred revenue29,896 — 29,896 
Other current liabilitiesOther current liabilities708 (695) (D) 13 
Total current liabilitiesTotal current liabilities62,389  62,389 
Long-term debt, netLong-term debt, net58,142 — 58,142 
Long-term operating lease liabilitiesLong-term operating lease liabilities14,235 — 14,235 
Other non-current liabilitiesOther non-current liabilities1,026 — 1,026 
Total liabilitiesTotal liabilities135,792  135,792 
Shareholders’ Equity (Deficit)Members' equity
Common stock, $0.0001 par valueUnits53,416 — 53,416 
Accumulated deficitRetained earnings29,350 — 29,350 
Accumulated other comprehensive income (loss)Accumulated other comprehensive loss(3,858)— (3,858)
Total equity (deficit)Members' equity 78,908  78,908 
Total liabilities, convertible preferred stock and equity (deficit)Total liabilities and members' equity$214,700 $ $214,700 




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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS


A.
Reclassification of "Restricted cash" as reported by Edge Autonomy to "Cash, cash equivalents and restricted cash" as reported by Redwire.
B.
Reclassification of "Customer relationships, net", "Technology, net", and "Other intangible assets" as reported by Edge Autonomy to "Intangible assets, net" as reported by Redwire.
C.Reclassification of "Deferred tax assets" as reported by Edge Autonomy to "Other non-current assets" as reported by Redwire.
D.
Reclassification of certain payroll related liabilities reported as "Other current liabilities" by Edge Autonomy to "Accrued expenses" as reported by Redwire.
UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the year ended December 31, 2024
(In thousands of U.S. dollars)
 Redwire presentation  Edge Autonomy presentation  Edge Autonomy (Historical)  Reclassification Adjustments  Notes Edge Autonomy Historical Adjusted
RevenuesRevenue$194,983 $— $194,983 
Cost of salesCost of sales100,113 — 100,113 
Gross profitGross profit94,870  94,870 
Operating expenses:Operating expenses:
Selling, general and administrative expensesSelling, general and administrative expenses47,550 2,951  (E) 50,501 
Research and developmentResearch and development expenses14,952 — 14,952 
Transaction expensesTransaction expenses3,132 — 3,132 
Operating income (loss)Income from operations29,236 (2,951)26,285 
Interest expense, netInterest expense, net6,296 — 6,296 
Other (income) expense, netOther expense, net2,577 (2,951) (E) (374)
Income (loss) before income taxesIncome before income taxes20,363  20,363 
Income tax expense (benefit)Provision for income taxes4,590 — 4,590 
Net income (loss)Net income15,773  15,773 
Foreign currency translation gain (loss), net of taxNet foreign currency translation adjustment(4,675)— (4,675)
Total comprehensive income (loss)Comprehensive income$11,098 $ $11,098 




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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended March 31, 2025
(In thousands of U.S. dollars)
Redwire presentationEdge Autonomy presentationEdge Autonomy (Historical)Reclassification AdjustmentsNotesEdge Autonomy Historical Adjusted
RevenuesRevenue$35,357 $— $35,357 
Cost of salesCost of sales14,464 — 14,464 
Gross profitGross profit20,893  20,893 
Operating expenses:Operating expenses:
Selling, general and administrative expensesSelling, general and administrative expenses12,753 590  (E) 13,343 
Research and developmentResearch and development expenses5,180 — 5,180 
Transaction expensesTransaction expenses3,003 — 3,003 
Operating income (loss)Income from operations(43)(590)(633)
Interest expense, netInterest expense, net1,792 — 1,792 
Other (income) expense, netOther expense, net451 (590) (E) (139)
Income (loss) before income taxesIncome before income taxes(2,286) (2,286)
Income tax expense (benefit)Provision for income taxes(681)— (681)
Net income (loss)Net income(1,605) (1,605)
Foreign currency translation gain (loss), net of taxNet foreign currency translation adjustment3,355 — 3,355 
Total comprehensive income (loss)Comprehensive income$1,750 $ $1,750 
E.
Reclassification of board compensation and management fees paid to AE Industrial Partners presented as "Other (income) expense, net" by Edge Autonomy to "Selling, general and administrative expenses" as reported by Redwire. Upon consummation of the Merger, management fees will no longer be paid to AE Industrial Partners.




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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Note 4 – Debt Financing
A.
Redwire issued $90 million of term debt, which will accrue interest at an annual rate based on Secured Overnight Financing Rate (“SOFR”) plus 6.50% until January 1, 2026, at which date the annual rate will be based on SOFR plus 7.00%. Principal repayment of the term debt amounts to 1.25% of the principal value and will be due quarterly, with the remaining balance due at maturity in 2027. Proceeds from the term debt will be used to fund Redwire’s cash portion of the Merger consideration and pay Redwire's transaction costs. The pro forma effects of the debt financing are as follows:
(In thousands of U.S. dollars)Long-term debt, netShort-term debt, including current portion of long-term debtCash, cash equivalents and restricted cash
Issuance of new debt:
Borrowings under the Senior Secured loan$85,500 $4,500 $90,000 
Debt issuance costs on the Senior Secured loan(4,378)— (4,378)
Pro forma adjustments for new issuance(1)
$81,122 $4,500 $85,622 
(1) Reflects the anticipated borrowings under the term loan with a total principal amount of $90 million to fund the Merger and Edge Autonomy’s existing debt as described in Note 5 and Note 6 below, and total debt issuance costs of $4.4 million.
B.
Represents an increase to interest expense of $6 million for the year ended December 31, 2024 and $1 million for the three months ended March 31, 2025, which includes the following:
(In thousands of U.S. dollars)Year Ended December 31, 2024Three Months Ended March 31, 2025
Interest on borrowings under the Senior Secured loan(1)
$5,885 $1,164 
Total pro forma interest expense adjustment$5,885 $1,164 

(1) Represents additional interest expense and amortization of debt issuance costs on the $90 million of borrowings assumed under the term loan. Interest expense is calculated using the effective interest rate method, with the interest rate equal to 14.32%.

A sensitivity analysis on interest expense for the year ended December 31, 2024 and three months ended March 31, 2025 has been performed to assess the effect of a change of 12.5 basis points in the weighted-average interest rate. The following table shows this effect of change in interest expense for the debt financing:

(In thousands of U.S. dollars)Year Ended December 31, 2024Three Months Ended March 31, 2025
Increase of 0.125%$109 $26 
Decrease of 0.125%$(109)$(26)
C.
Concurrently with the close of the Merger, Redwire modified its existing Adam's Street debt to extend the maturity date to April 2027. As a result of this modification, the contractual interest rate will increase to 7.00% effective January 1, 2026 through maturity. The pro forma effects of the modification are as follows:
(In thousands of U.S. dollars)Long-term debt, netPrepaid expenses and other current assetsCash, cash equivalents and restricted cash
Debt issuance costs on the Adam's Street debt$(339)$134 $(473)
Pro forma adjustments for new issuance(1)
$(339)$134 $(473)
(1) Reflects the incremental debt issuance costs associated with the modification of the Adam's Street debt. These costs are amortized over the remaining contractual term.


(In thousands of U.S. dollars)Year Ended December 31, 2024Three Months Ended March 31, 2025
Interest on borrowings under the Adam's Street debt(1)
$617 $220 
Total pro forma interest expense adjustment$617 $220 

(1) Represents additional interest expense and amortization of debt issuance costs on the modification of the Adam's Street debt.




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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

D.
Represents the income tax effect of the debt financing adjustments calculated using an estimated tax rate of 26.39%. The effective tax rate of the combined company could be significantly different than what is presented in the pro forma financial information depending on post-Merger activities and the geographical mix of taxable income.
Note 5 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

A.
The unaudited pro forma condensed combined financial information reflects the acquisition of Edge Autonomy for an estimated preliminary purchase consideration of $1,057 million. The fair value of the purchase consideration expected to be transferred on the closing date includes:

the estimated fair value of approximately 49.3 million shares of Redwire common stock, with a par value of $0.0001 per share, to be transferred, calculated by using the price per share of Redwire common stock as of June 10, 2025.
the value of the estimated cash consideration; and
settlement of Seller's pre-combination debt and transaction expenses.

The calculation of the purchase consideration is as follows:

(In thousands of U.S. dollars, except share price and shares)Amount
Number of shares to be issued by Redwire49,314 
Share price as of June 10, 2025
$18.18 
Estimated equity consideration$896,525 
Cash consideration113,397 
Total estimated purchase price$1,009,922 
Settlement of Seller's debt25,348 
Settlement of Seller's transaction expenses21,255 
Total estimated consideration transferred$1,056,525 

The actual value of Redwire common stock to be issued will depend on the per share price of Redwire common stock at the closing date of the Merger and, therefore, the actual purchase consideration will fluctuate with the market price of Redwire common stock until the Merger is completed. The following table shows the effect of changes in Redwire’s share price and the resulting impact on the estimated purchase consideration:

(In thousands of U.S. dollars, except share price)Share PriceEstimated Purchase Consideration
Increase of 10%$20.00 $1,146,177 
Decrease of 10%$16.36 $966,873 

Preliminary Purchase Price Allocation

Under the acquisition method of accounting, Edge Autonomy’s identifiable assets acquired and liabilities assumed by Redwire will be reflected at the Merger date fair values. The excess purchase price over the fair value of identifiable assets and liabilities is reflected as goodwill. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and are prepared to illustrate the estimated effect of the Merger. The final determination of the purchase price allocation will be completed as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one year from the Merger, and will be based on the fair values of the assets acquired and liabilities assumed as of the closing date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial information. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth below.





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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
The following table sets forth a preliminary allocation of the estimated purchase consideration to Edge Autonomy’s identifiable tangible and intangible assets expected to be acquired and liabilities expected to be assumed by Redwire, as if the Merger has been completed on March 31, 2025, with the excess reflected as goodwill:
(In thousands of U.S. dollars)
Assets:
Accounts receivable, net$14,842 
Inventory40,250 
Prepaid expenses and other current assets5,010 
Property, plant and equipment, net19,606 
Right-of-use assets16,305 
Intangible assets, net406,415 
Other non-current assets10,095 
Total assets512,523 
Liabilities:
Accounts payable6,496 
Short-term operating lease liabilities2,476 
Accrued expenses11,478 
Deferred revenue29,896 
Other current liabilities13 
Long-term operating lease liabilities14,235 
Deferred tax liability99,681 
Other non-current liabilities1,026 
Total liabilities165,301 
Net assets acquired347,222 
Estimated purchase consideration1,056,525 
Estimated goodwill$709,303 

B.
Redwire funded a portion of the cash purchase consideration through a $100 million Seller Note, which accrues interest at a rate of 15.0% per annum from issuance through December 31, 2025, and 18.0% per annum after January 1, 2026, with interest payable quarterly, at Redwire’s option, in cash or in-kind. Additionally, the Seller Note is subject to a 3% upfront fee to be paid-in-kind and added to the principal amount of the Seller Note and will be fully earned at maturity and a minimum return of 1.20 times the principal amount from issuance through July 15, 2025, 1.35 from July 16, 2025 through December 31, 2025, and 1.50 thereafter. The upfront fee and any interest paid during a given period is counted towards the minimum return. To effectuate the impact on the pro forma financial information, Redwire has assumed that the Seller Note will be repaid at contractual maturity which is July 28, 2027.

(In thousands of U.S. dollars)Long-term debt, netCash, cash equivalents and restricted cash
Borrowings under the Seller Note$100,000 $100,000 
Cash purchase consideration— (160,000)
Pro forma adjustments for Seller Note(1)
$100,000 $(60,000)

(1) Reflects the anticipated borrowings under the Seller Note with a total principal amount of $100 million to fund the Merger and Edge Autonomy’s existing debt. Net cash received of $100 million for the Seller Note is presented net of the $160 million cash consideration on the condensed combined balance sheet. Cash consideration is comprised of $113 million consideration paid directly to the Seller and $47 million paid to settle Seller expenses and indebtedness.





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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
C.Reflects the adjustment to cash and cash equivalents and Redwire’s retained earnings for estimated acquisition costs to be incurred by Redwire in connection with the Merger.
D.
Represents the settlement of Edge Autonomy's outstanding indebtedness, including accrued interest.
E.Represents the incremental net adjustment to the estimated fair value of property, plant and equipment acquired in the Merger. Preliminary property, plant and equipment in the pro forma financial information are provided in the table below. The depreciation related to these assets is calculated on a straight-line basis over the estimated useful life and is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations and comprehensive income (loss). The property, plant and equipment and related depreciation are preliminary and are based on management’s estimates after consideration of similar transactions.
Estimated Fair ValueEstimated Useful Life
(In thousands of U.S. dollars)(in years)
Machinery and equipment$11,464 11
Leasehold improvements4,850 12
Other fixed assets393 4
Computer equipment and purchased software505 3
Furniture and fixtures322 9
Construction in progress2,072  n/a
Total19,606 
Eliminate historical Edge Autonomy property, plant and equipment carrying value19,149 
Pro Forma Adjustment$457 

F.Represents the incremental adjustment to the estimated fair value of intangible assets acquired in the Merger. Preliminary identifiable intangible assets in the pro forma financial information are provided in the table below. The amortization related to these identifiable intangible assets is calculated on a straight-line basis over the estimated useful life and is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations and comprehensive income (loss). The identifiable intangible assets and related amortization are preliminary and are based on management’s estimates after consideration of similar transactions.
Estimated Fair ValueEstimated Useful Life
(In thousands of U.S. dollars)(in years)
Trade name$30,481 15
Customer relationships123,957 20
Technology251,977 12
Total406,415 
Eliminate historical Edge Autonomy intangible assets carrying value29,149 
Pro Forma Adjustment$377,266 

G.Represents the adjustment to the deferred tax liability balances associated with the incremental differences in the book and tax basis created from the preliminary purchase price allocation, primarily resulting from the closing date value of intangible assets. Deferred taxes are established based on a statutory tax rate based on jurisdictions where income is generated. The effective tax rate of Redwire following the Merger could be significantly different (either higher or lower) depending on post-Merger activities, including repatriation decisions, cash needs and the geographical mix of income. This determination is preliminary and subject to change based upon the final determination of the fair value of the identifiable intangible assets and liabilities.
H.
Represents the elimination of Edge Autonomy’s historical equity balances.




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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Note 6 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss)

A.
Represents the adjustment to reflect the incremental amortization expense of $26 million and $6 million based on the preliminary fair value of the identified intangible assets and the related assigned estimated useful life for the year ended December 31, 2024 and three months ended March 31, 2025, respectively.
B.
Represents the adjustment to reflect the incremental depreciation expense of $0.1 million and $0.02 million based on the preliminary fair value of the property, plant and equipment and the related assigned estimated useful life for the year ended December 31, 2024 and three months ended March 31, 2025, respectively.
C.
Represents Redwire's estimated incremental transaction costs of $14 million for the year ended December 31, 2024 that are expected to be incurred. This adjustment excludes $7 million in transaction costs which are recognized in Redwire's historical financial statements for the year ended December 31, 2024 and three months ended March 31, 2025.
D.
Represents an increase to interest expense of $23 million for the year ended December 31, 2024 and $6 million for the three months ended March 31, 2025, which includes the following:
(In thousands of U.S. dollars)Year Ended December 31, 2024Three Months Ended March 31, 2025
Interest on borrowings under the Seller Note (1)
$23,048 $5,973 
Total pro forma interest expense adjustment$23,048 $5,973 
(1) Represents additional interest expense and amortization of debt issuance costs on the $100 million of borrowings assumed under the Seller Note. Interest expense is calculated using the effective interest rate method, with the interest rate equal to 22.42%.

E.
Represents the income tax effect of the transaction accounting adjustments calculated using an estimated tax rate of 26.39%. The effective tax rate of the combined company could be significantly different than what is presented in the pro forma financial information depending on post-Merger activities and the geographical mix of taxable income.

Note 7 – Net Income (Loss) Per Share
The following table sets forth the computation of pro forma basic and diluted earnings (loss) per share for the year ended December 31, 2024 and three months ended March 31, 2025.
(In thousands of U.S. dollars, except share and per share data)
Year Ended December 31, 2024Three Months Ended March 31, 2025
Numerator:
Net income (loss) available to common shareholders—basic and diluted
$(191,040)$(18,278)
Denominator:
Weighted average common shares outstanding—basic and diluted
66,146,155 71,192,148 
Pro forma adjustment for newly issued shares related to the Merger49,313,804 49,313,804 
Pro forma basic weighted average common shares—basic and diluted
115,459,959 120,505,952 
Pro forma net income (loss) per common share—basic and diluted
$(1.65)$(0.15)






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