Business Combinations |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
| Business Combinations |
Note C – Business Combinations
Completed Acquisitions
On August 30, 2024, the Company acquired 100% of the equity interests of Hera Systems, Inc. (“Hera”), a spacecraft developer focused on specialized missions for national security space customers. Hera’s primary operations include developing high-performance spacecraft to support the evolving requirements for national security missions operating in contested space. Hera's advanced platform incorporates cyber-secure communications, resilient power systems, highly accurate pointing, extensive maneuverability and massive on-board computing power supporting mission- and payload-specific machine learning. This acquisition was not material individually to the Company’s financial position nor the results of operations for the periods presented in the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive income (loss), respectively. Therefore, the pro forma operating results and other disclosures for the Hera acquisition are not presented.
The Company incurred nominal costs during three months ended March 31, 2025 and 2024, respectively, related to completed acquisitions as of the respective periods. These expenses are included in transaction expenses on the condensed consolidated statements of operations and comprehensive income (loss).
Acquisitions pending
On January 20, 2025, the Company entered into an Agreement and Plan of Merger (as amended on February 3, 2025, the “Merger Agreement”) with Edge Autonomy Ultimate Holdings, LP, a Delaware limited partnership (“Seller”), Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “Edge Autonomy”), Echelon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company and Echelon Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company, pursuant to which the Company will, via the mergers set forth in the Merger Agreement (the “Mergers”), acquire Edge Autonomy, a leading provider of field-proven uncrewed airborne system (“UAS”) technology.
Under the terms of the Merger Agreement, Redwire will acquire Edge Autonomy for an aggregate purchase price of $925 million, subject to customary working capital, cash and debt adjustments. The purchase price will be paid using $150 million in cash and $775 million in shares of the Company’s common stock, par value $0.0001, 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 “Issuance Price”). Upon closing, the
equity consideration, subject to working capital, cash, and debt adjustments, will reflect the fair value of the Company’s common stock issued based on the closing share price on the date of closing.
During March 2025, the Company received all regulatory approvals required to complete the Merger Agreement. As of March 31, 2025, the acquisition has not yet closed and is still subject to final closing conditions, including approval of the Company’s stockholders. Subsequent to March 31, 2025, the Company filed a Definitive Proxy statement on Schedule 14 with the SEC for a special stockholder meeting on June 9, 2025 to vote on the Mergers.
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