Filing Details
- Accession Number:
- 0001104659-25-056827
- Form Type:
- 13D Filing
- Publication Date:
- 2025-06-04 20:00:00
- Filed By:
- AE RED HOLDINGS, LLC
- Company:
- Redwire Corp
- Filing Date:
- 2025-06-05
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| AE RED HOLDINGS, LLC | 0 | 37,729,449 | 0 | 37,729,449 | 37,729,449 | 40.5% |
| AE INDUSTRIAL PARTNERS FUND II GP, LP | 0 | 47,170,676 | 0 | 47,170,676 | 47,170,676 | 50.6% |
| Michael Robert Green | 0 | 51,891,289 | 0 | 51,891,289 | 51,891,289 | 55.6% |
| David H Rowe | 0 | 51,891,289 | 0 | 51,891,289 | 51,891,289 | 55.6% |
| AE INDUSTRIAL PARTNERS FUND II-B, LP | 0 | 37,743,610 | 0 | 37,743,610 | 37,743,610 | 40.5% |
| AE INDUSTRIAL PARTNERS FUND II, LP | 0 | 43,476,797 | 0 | 43,476,797 | 43,476,797 | 46.6% |
| AE INDUSTRIAL PARTNERS FUND II-A, LP | 0 | 41,409,168 | 0 | 41,409,168 | 41,409,168 | 44.4% |
| AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP | 0 | 4,720,614 | 0 | 4,720,614 | 4,720,614 | 5.1% |
| AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I GP, LP | 0 | 4,720,614 | 0 | 4,720,614 | 4,720,614 | 5.1% |
| AEROEQUITY GP, LLC | 0 | 51,891,289 | 0 | 51,891,289 | 51,891,289 | 55.6% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
Redwire Corp (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
75776W103 (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) |
06/03/2025 (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. | 75776W103 |
| 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
37,729,449.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 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) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 1 |
Name of reporting person
AE INDUSTRIAL PARTNERS FUND II GP, 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
47,170,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 9,441,227 shares of Common Stock issuable upon conversion of 28,795.74 shares of Series A Convertible Preferred Stock and (iv) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 1 |
Name of reporting person
Michael Robert Green | ||||||||
| 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
51,891,289.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 14,161,840 shares of Common Stock issuable upon conversion of 43,193.61 shares of Series A Convertible Preferred Stock and (iv) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 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
51,891,289.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 14,161,840 shares of Common Stock issuable upon conversion of 43,193.61 shares of Series A Convertible Preferred Stock and (iv) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 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
37,743,610.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 14,161 shares of Common Stock issuable upon conversion of 43.19 shares of Series A Convertible Preferred Stock and (iv) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 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
43,476,797.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 5,747,348 shares of Common Stock issuable upon conversion of 17,529.41 shares of Series A Convertible Preferred Stock and (iv) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 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
41,409,168.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 3,679,719 shares of Common Stock issuable upon conversion of 11,223.14 shares of Series A Convertible Preferred Stock and (iv) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 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
4,720,614.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent 4,720,614 shares of Common Stock issuable upon conversion of 14,397.87 shares of Series A Convertible Preferred Stock.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 1 |
Name of reporting person
AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I GP, 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
4,720,614.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent 4,720,614 shares of Common Stock issuable upon conversion of 14,397.87 shares of Series A Convertible Preferred Stock.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
SCHEDULE 13D
|
| CUSIP No. | 75776W103 |
| 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
51,891,289.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 each represent (i) 35,708,528 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of Warrants, (iii) 14,161,840 shares of Common Stock issuable upon conversion of 43,193.61 shares of Series A Convertible Preferred Stock and (iv) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
The calculation for Row 13 is based upon 77,083,392 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2025, as reported on the Issuer's most recent Form 10-Q, filed on May 12, 2025 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 14,161,840 shares of Common Stock issuable upon the conversion of the 43,193.61 shares of Series A Convertible Preferred Stock and (iii) 20,921 shares of Common Stock issued in respect of restricted stock units that vested on May 23, 2025.
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:
8226 Philips Highway, Suite 101, Jacksonville,
FLORIDA
, 32256. | |
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 and Amendment No. 5 filed on January 21, 2025 (collectively, the "Existing 13D"), is hereby amended in this Amendment No. 6 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 and Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock") and reflects, among other things, (i) shares of Common Stock issued to Kirk Konert in his capacity as a director of the Issuer that Mr. Konert has agreed to assign, transfer, convey and deliver to AE Industrial Partners, LP and (ii) the issuance of dividends that were paid-in-kind ("PIK Dividend") on the Issuer's Series A Convertible Preferred Stock | ||
| 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. 6 are incorporated herein by reference. The following information is as of the date hereof and assumes there are 93,266,153 shares of Common Stock outstanding, based on (i) 77,083,392 shares of Common Stock outstanding as of May 5, 2025, as reflected in the Issuer's most recent Form 10-Q for the fiscal quarter ended March 31, 2025, (ii) 16,161,840 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 (ii) 20,921 shares of Common Stock issued in respect of restricted stock units.
Holdings is the direct beneficial owner of 35,621,980 shares of Common Stock and 2,000,000 Warrants and indirect beneficial owner of 86,548 shares of Common Stock and 20,921 shares of Common Stock issued in respect of restricted stock units, each held by AE Industrial Partners LP, a wholly-owned indirect subsidiary of Holdings.
AE Fund II LP is the indirect beneficial owner of 35,621,980 shares of Common Stock directly held by Holdings and the direct beneficial owner of 17,529.41 shares of Series A Convertible Preferred Stock which are convertible into 5,747,348 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-A is the indirect beneficial owner of 35,621,980 shares of Common Stock directly held by Holdings and the direct beneficial owner of 11,223.14 shares of Series A Convertible Preferred Stock which are convertible into 3,679,719 shares of Common Stock, based on the Conversion Method.
AE Fund II-B is the indirect beneficial owner of 35,621,980 shares of Common Stock directly held by Holdings and the direct beneficial owner of 43.19 shares of Series A Convertible Preferred Stock which are convertible into 14,161 shares of Common Stock, based on the Conversion Method.
AE Solutions I is the direct beneficial owner of 14,397.87 shares of Series A Convertible Preferred Stock, which is convertible into 4,720,614 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, the AE Funds and AE Solutions I and (ii) 86,548 shares of Common Stock and 20,921 shares of Common Stock issued in respect of restricted stock units, each directly held by AE Industrial Partners LP, an affiliate of the Reporting Persons, which together constitute an aggregate beneficial ownership of 51,891,289 shares of Common Stock or 55.6% 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 51,891,289 shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement. | |
| (c) | On June 3, 2025, the Company issued, in the aggregate, 3,029.07 shares of Series A Preferred Stock to the Reporting Persons as PIK Dividends, as set forth below. There were no transactions by the Reporting Persons in the Common Stock during the past sixty (60) days.
AE INDUSTRIAL PARTNERS FUND II-B, LP: 3.03 shares of Series A Preferred Stock
AE INDUSTRIAL PARTNERS FUND II, LP: 1,229.30 shares of Series A Preferred Stock
AE INDUSTRIAL PARTNERS FUND II-A, LP: 787.05 shares of Series A Preferred Stock
AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP: 1,009.69 shares of Series A Preferred Stock | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1
Joint Filing Agreement among the Reporting Persons, dated as of November 9, 2022 (incorporated by reference to Exhibit 1 to the Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons on November 10, 2022). | ||
| 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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