Form SCHEDULE 13D/A Redwire Corp Filed by: AE RED HOLDINGS, LLC
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
|
Redwire Corp (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
AE Red Holdings, LLC 6700 Broken Sound Parkway NW, Boca Raton, FL, 33487 (561) 372-7820 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
AE RED HOLDINGS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,113,882.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 14,102,080 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of 2,000,000 warrants to acquire one share of Common Stock ("Warrants") and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Edge Autonomy Ultimate Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,533,087.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent 19,533,087 shares of Common Stock issued in accordance with the Amended Merger Agreement on June 13, 2025.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Michael Robert Greene | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,894,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 33,635,167 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 15,247,586 shares of Common Stock issuable upon conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iv) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
David H Rowe | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,894,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 33,635,167 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 15,247,586 shares of Common Stock issuable upon conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iv) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
AE INDUSTRIAL PARTNERS FUND II-B, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,662,219.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 33,635,167 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 15,250 shares of Common Stock issuable upon conversion of 46.51 shares of Series A Convertible Preferred Stock and (iv) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
AE INDUSTRIAL PARTNERS FUND II, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,834,947.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 33,635,167 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 6,187,978 shares of Common Stock issuable upon conversion of 18,873.33 shares of Series A Convertible Preferred Stock and (iv) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
AE INDUSTRIAL PARTNERS FUND II-A, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,608,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 33,635,167 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 3,961,830 shares of Common Stock issuable upon conversion of 12,083.58 shares of Series A Convertible Preferred Stock and (iv) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,082,528.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent 5,082,528 shares of Common Stock issuable upon conversion of 15,501.71 shares of Series A Convertible Preferred Stock.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
AEROEQUITY GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,894,555.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 33,635,167 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 15,247,586 shares of Common Stock issuable upon conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iv) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
The calculation for Row 13 is based upon 191,975,804 shares of Common Stock of the Issuer issued and outstanding as of February 23, 2026, as reported on the Issuer's most recent Form 10-K, filed on February 27, 2026 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 15,247,586 shares of Common Stock issuable upon the conversion of 46,505.13 shares of Series A Convertible Preferred Stock and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Redwire Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
6700 Broken Sound Parkway NW, Boca Raton,
FLORIDA
, 33487. | |
Item 1 Comment:
Explanatory Note.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D filed with the Commission on September 2, 2021, as amended by Amendment No. 1 filed on October 5, 2022, Amendment No. 2 filed on November 10, 2022, Amendment No. 3 filed on May 23, 2023, Amendment No. 4 filed on September 1, 2023, Amendment No. 5 filed on January 21, 2025, Amendment No. 6 filed on June 5, 2025, Amendment No. 7 filed on June 10, 2025, Amendment No. 8 filed on June 17, 2025,Amendment No. 9 filed on November 10, 2026, Amendment No. 10 filed on January 9, 2026, Amendment No. 11 filed on January 13, 2026, Amendment No. 12 filed on January 16, 2026, Amendment No. 13 filed on January 30, 2026, Amendment No. 14 filed on February 4, 2026 and Amendment No. 15 filed on March 3, 2026 (collectively, the "Existing 13D"), is hereby amended in this Amendment No. 16 as set forth below (the "Amendment"). Except as set forth herein, the Existing 13D is unmodified and remains in full force and effect. Capitalized terms not defined herein have the meanings ascribed to them in the Existing 13D.
The Amendment is being filed to report changes in the beneficial ownership of the Reporting Persons with respect to shares of the Company's Common Stock, par value $0.0001 per share (the "Common Stock"), and reflects, among other things, a reduction in reported beneficial ownership due to sales of Common Stock made by the Reporting Persons in open market transactions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 7 through 13 (and related footnotes) of each of the cover pages of this Amendment No. 16 are incorporated herein by reference. The following information is as of the date hereof and assumes there are 209,235,192 shares of Common Stock outstanding, based on (i) 191,975,804 shares of Common Stock outstanding as of February 23, 2026, as reflected in the Issuer's most recent Form 10-K for the year ended December 31, 2025, (ii) 17,247,586 shares of Common Stock issuable upon exercise of the Warrants or conversion of the Series A Convertible Preferred Stock beneficially owned by the Reporting Persons and (iii) 11,802 shares of Common Stock issuable in respect of restricted stock units that vest on May 22, 2026.
Holdings is the direct beneficial owner of 13,994,611 shares of Common Stock and 2,000,000 Warrants and indirect beneficial owner of 119,271 shares of Common Stock held by AE Industrial Partners LP, a wholly-owned indirect subsidiary of Holdings.
Seller is the direct beneficial owner of 19,533,087 shares of Common Stock.
AE Fund II-B is the indirect beneficial owner of 16,113,882 shares of Common Stock directly and indirectly held by Holdings and 19,533,087 shares of Common Stock directly held by Seller and the direct beneficial owner of 46.51 shares of Series A Convertible Preferred Stock which are convertible into 15,250 shares of Common Stock, based on $1,000 per share initial value and an initial conversion price of $3.05 (the "Conversion Method").
AE Fund II LP is the indirect beneficial owner of 16,113,882 shares of Common Stock directly and indirectly held by Holdings and 19,533,087 shares of Common Stock directly held by Seller and the direct beneficial owner of 18,873.33 shares of Series A Convertible Preferred Stock which are convertible into 6,187,978 shares of Common Stock, based on the Conversion Method.
AE Fund II-A is the indirect beneficial owner of 16,113,882 shares of Common Stock directly and indirectly held by Holdings and 19,533,087 shares of Common Stock directly held by Seller and the direct beneficial owner of 12,083.58 shares of Series A Convertible Preferred Stock which are convertible into 3,961,830 shares of Common Stock, based on the Conversion Method.
AE Solutions I is the direct beneficial owner of 15,501.71 shares of Series A Convertible Preferred Stock, which is convertible into 5,082,528 shares of Common Stock, based on the Conversion Method.
Michael Greene and David H. Rowe exercise voting and dispositive power with respect to (i) the shares of Common Stock, Warrants and shares of Series A Convertible Preferred Stock directly held by each of Holdings, Seller, the AE Funds and AE Solutions I and (ii) 107,469 shares of Common Stock directly held by AE Industrial Partners LP, an affiliate of the Reporting Persons, which together constitute an aggregate beneficial ownership of 50,894,555 shares of Common Stock or 24.3% of the Issuer's Common Stock. | |
| (b) | By virtue of the relationship among the Reporting Persons described in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 50,894,555 shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement. | |
| (c) | Schedule A annexed hereto lists all transactions by the Reporting Persons in the Common Stock during the past sixty (60) days. All of such transactions were effected in the open market. Except as otherwise set forth herein or in the Existing 13D, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Agreement among the Reporting Persons, dated as of June 17, 2025 (incorporated by reference to Exhibit 1 to the Amendment No. 8 to Schedule 13D filed with the SEC by the Reporting Persons on June 17, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS