M&A - Redwire Corp

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000181981025000108

Filing Summary: On April 3, 2025, Redwire Corporation filed a Form 8-K to disclose its entry into an Agreement and Plan of Merger with Edge Autonomy Ultimate Holdings, LP, along with related entities. This merger aims for Redwire to acquire Edge Autonomy, a provider of uncrewed airborne system technology. The filing includes audited financial statements of Edge Autonomy for the year ending December 31, 2024, and unaudited pro forma financial information for Redwire, reflecting the potential combined results post-acquisition. The document indicates steps will be taken to enable stockholder participation in the approval process through a forthcoming proxy statement. Additionally, the report discusses potential risks and uncertainties surrounding the transaction and its future integration, including economic factors and operational challenges. This transaction represents a significant strategic move for Redwire to enhance its technology portfolio and market capabilities.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000181981025000110

Filing Summary: On April 3, 2025, Redwire Corporation reported the filing of an 8-K concerning a merger agreement with Edge Autonomy Ultimate Holdings, LP, and its affiliates. This follows the original agreement established on January 20, 2025, which was amended on February 3, 2025. The merger will involve Redwire acquiring Edge Autonomy, a firm recognized for its uncrewed airborne system technology. The report details that financial statements and pro forma financial information related to this acquisition are included, specifically audited statements for Edge Autonomy for the year ended December 31, 2024, as well as unaudited pro forma financial statements reflecting the potential acquisition's impact. Additionally, it outlines upcoming steps for a proxy statement related to a special meeting of Redwire's stockholders, emphasizing the importance of reviewing all available documents carefully due to critical information being disclosed regarding the merger.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000181981025000100

Filing Summary: On April 2, 2025, Redwire Corporation announced its plans for a proposed business combination with Edge Autonomy. The details of this merger include a proxy statement that will soon be filed with the SEC, in which stockholders are urged to read in its entirety. The document highlights that Redwire’s directors and executive officers may be participants in the solicitation of proxies from stockholders regarding this transaction. The SEC filings will provide important information pertaining to the merger, including direct or indirect interests of participants. There are forward-looking statements about the expected benefits, performance, and risks associated with this business combination, including integration challenges and market factors affecting the combined company post-transaction.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000181981025000102

Filing Summary: On April 2, 2025, Redwire Corporation distributed an interview with its Chairman and CEO, Peter Cannito, across various social media platforms. The filing indicates the company's plans to merge with Edge Autonomy, referring to the business combination contemplated in a proxy statement that will be filed with the SEC. Shareholders are encouraged to read the proxy statement in detail once available, as it will contain vital information regarding the merger. The document highlights that Redwire’s directors and executive officers might be participants in the proxy solicitation. This indicates a significant corporate action, pointing towards a strategic merger aimed at enhancing Redwire's operations and market position.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000181981025000090

Filing Summary: On March 21, 2025, Redwire Corporation announced that it has received all regulatory approvals necessary to finalize its acquisition of Edge Autonomy Ultimate Holdings, LP and its subsidiaries. This transaction, as previously disclosed, is anticipated to close in the second quarter of 2025, pending final stockholder approval and closing conditions. A press release detailing this announcement has been filed as Exhibit 99.1. Stockholders are advised to review the upcoming proxy statement for important information regarding the merger.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000091

Filing Summary: On March 21, 2025, Redwire Corporation announced that it has secured all necessary regulatory approvals to proceed with its acquisition of Edge Autonomy, which is composed of Edge Autonomy Ultimate Holdings, LP and its subsidiaries. The acquisition involves Echelon Merger Sub, Inc., a direct wholly-owned subsidiary of Redwire. The transaction is expected to close in the second quarter of 2025, dependent on the approval of Redwire’s stockholders and fulfillment of final closing conditions. Furthermore, Redwire will file a proxy statement regarding a special meeting of stockholders to discuss this business combination. Investors are urged to read this proxy statement carefully once available, as it will provide crucial information regarding the merger and its implications.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-19

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000076

Filing Summary: On March 18, 2025, Redwire Corporation announced its intention to acquire Edge Autonomy through a merger to be conducted with Edge Autonomy Ultimate Holdings, LP and its subsidiaries. This acquisition is significant as it represents a strategic alignment for Redwire in the aerial drone sector. The details of the acquisition were highlighted during Redwire's presentation at the 37th Annual Roth Conference, which included insights into the newly formed entities, Echelon Merger Sub, Inc. and Echelon Purchaser, LLC, both of which are wholly-owned subsidiaries of Redwire. Investors are encouraged to review the forthcoming proxy statement regarding the special meeting of Redwire's stockholders that will detail the acquisition and its implications. This report serves as a notification for regulatory obligations and outlines the expectations related to the transaction, including potential impacts on stock and cost structures.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-03-19

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000078

Filing Summary: Redwire Corporation announced an agreement to acquire Edge Autonomy Ultimate Holdings, LP, which includes Edge Autonomy Intermediate Holdings, LLC and its subsidiaries. This agreement was discussed during Redwire's presentation at the 37th Annual Roth Conference. The filing also indicates that Redwire plans to file a proxy statement for a special meeting of stockholders related to this acquisition. Redwire will provide access to the presentation's replay on its website for 90 days, and the presentation transcript is included as an exhibit to the filing. Investors are advised to read the forthcoming proxy statement in detail, as it will contain important information about the transaction. Redwire and its officers may be considered participants in the solicitation of proxies from stockholders regarding the proposed business combination. The document includes risk factors associated with the acquisition and forward-looking statements concerning the anticipated benefits and integration of Edge Autonomy.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000066

Filing Summary: Redwire Corporation announced its agreement to acquire Edge Autonomy Ultimate Holdings, LP and its subsidiaries, including Edge Autonomy Intermediate Holdings, LLC. The acquisition will be executed through wholly-owned subsidiaries Echelon Merger Sub, Inc. and Echelon Purchaser, LLC. This announcement was made during a live presentation at the Cantor Global Technology Conference on March 12, 2025. The company will file a proxy statement with the SEC in relation to the special meeting of stockholders to discuss the proposed business combination. Stockholders are encouraged to read the proxy statement and relevant documents in their entirety as they will contain essential information regarding the transaction. Participants in the solicitation of proxies include Redwire and its executive officers, with additional details to be provided in the proxy statement.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000067

Filing Summary: On March 12, 2025, Redwire Corporation presented at the Cantor Global Technology Conference, disclosing its agreement to acquire Edge Autonomy. The transaction involves Edge Autonomy Ultimate Holdings, LP and its subsidiaries, along with Echelon Merger Sub, Inc., and Echelon Purchaser, LLC, both of which are wholly-owned subsidiaries of Redwire. A replay of the presentation will be available on Redwire’s website for 90 days, with a conference call transcript filed as Exhibition 99.1 in this Form 8-K. Additionally, Redwire will file a proxy statement for a special meeting of its stockholders concerning this acquisition, urging stockholders to read the documents thoroughly for pertinent transaction information. Furthermore, the document discusses various risks related to the transaction, including the potential impact on financial conditions and stockholder interests, and the diligence involved in completing the acquisition. Redwire's directors and executive officers may also participate in the solicitation of proxies from stockholders regarding this proposed business combination, as outlined in the forthcoming proxy statement.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000061

Filing Summary: On March 11, 2025, Redwire Corporation held an Earnings Call to discuss the financial results for the fourth quarter and full year ended December 31, 2024. The call included details about Redwire's recent agreement to acquire Edge Autonomy, alongside its subsidiaries, as part of a strategic business combination. This acquisition aims to enhance Redwire's capabilities in the drone industry. Additionally, the company released an investor presentation on its website, intended for discussions with investors and analysts. Redwire will also file a proxy statement related to a special meeting for stockholders to vote on the proposed transaction, urging them to review it once available for important information regarding the acquisition.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000062

Filing Summary: On March 11, 2025, Redwire Corporation conducted an earnings conference call to discuss the financial results for Q4 and full year 2024. During the call, it disclosed a significant business combination agreement with Edge Autonomy, which encompasses multiple companies including Edge Autonomy Ultimate Holdings, LP and others. The transaction aims to strategically position Redwire in the market by acquiring Edge Autonomy, broadening its service offerings and operational capabilities. Additionally, Redwire filed various exhibits related to the earnings presentation, call transcript, and an investor presentation titled 'Redwire 101' on its website. The filing also emphasized the importance of reading the forthcoming proxy statement regarding the special stockholder meeting related to this acquisition, due to its critical implications for shareholders. The document presented forward-looking statements regarding the potential risks and uncertainties associated with the transaction and the future performance of the combined business.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000050

Filing Summary: On March 10, 2025, Redwire Corporation issued a press release announcing its results of operations for the fiscal year ending December 31, 2024. The company disclosed its financial conditions and offered insights into the planned business combination with Edge Autonomy. The press release indicated that stockholders should carefully read the forthcoming proxy statement that will include important details about the transaction. Redwire's management underscored the potential benefits and risks of the acquisition as well as the anticipated integration challenges. The filing also highlighted the company's status as an emerging growth company and the need for significant additional funding to support operations following the proposed acquisition. The document was structured to ensure compliance with SEC regulations and included financial statements and related exhibits.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000181981025000051

Filing Summary: On March 10, 2025, Redwire Corporation announced via a press release its financial results for the three months and full year ended December 31, 2024. This communication is part of the solicitation material under Rule 14a-12 in connection with a proposed business combination with Edge Autonomy. Shareholders are urged to read the upcoming proxy statement in detail as it will provide important information about the transaction. The document indicates that Redwire and its directors may be seen as participants in the solicitation of proxies from stockholders, discussing key information about their interests in the merger. The announcement highlights the forthcoming filing of a proxy statement to meet SEC obligations, aiming to inform stakeholders of the transaction. Additionally, it includes warnings about financial projections that are speculative and contingent upon various risks, emphasizing the uncertainties involved in the merger and its anticipated benefits.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000181981025000031

Filing Summary: On January 27, 2025, Redwire Corporation provided an update regarding its ongoing merger agreement with Edge Autonomy Intermediate Holdings, LLC. The company responded to inquiries by disclosing that for the twelve-month period ending September 30, 2024, sales to Ukraine accounted for less than 30% of Edge Autonomy's total revenue. This report also included links to various third-party sources of background information on government space spending and industry conditions pertinent to Redwire and Edge Autonomy's operations. Additionally, it highlighted requisite disclosures regarding upcoming stockholder meetings and the anticipation of filing a proxy statement relevant to the proposed merger. The company reiterated that it is an emerging growth company, and the financial information about Edge Autonomy is currently unaudited and subject to refinements pending yearly accounting procedures.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000181981025000032

Filing Summary: On January 27, 2025, Redwire Corporation distributed videos of a CNBC interview featuring Chairman, CEO, and President Peter Cannito. The document addresses inquiries regarding the previously announced merger agreement with Edge Autonomy. It specifies that revenue from sales to Ukraine accounted for less than 30% of Edge Autonomy's total revenue for the year ending September 30, 2024. Various publicly available third-party sources related to government space spending and budgets are disclosed, emphasizing their relevance to the broader aerospace industry. Additionally, Redwire will file a proxy statement for a special meeting of its stockholders concerning the merger. The message warns stockholders to read the proxy statement carefully when available, asserting it will include important information about the acquisition, related transactions, and associated risks. The document outlines potential high risks associated with the merger, including economic uncertainties and integration challenges, while also highlighting Redwire’s limited operating history and the impact of recent financing activities.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000181981025000016

Filing Summary: On January 20, 2025, Redwire Corporation entered into an Agreement and Plan of Merger with Edge Autonomy Ultimate Holdings, LP, involving a total purchase price of $925 million, which includes $150 million in cash and $775 million in Redwire Common Shares. This merger aims to acquire Edge Autonomy, a provider of UAS technology. The transaction requires stockholder approval and is subject to several conditions, including antitrust and foreign investment approvals. Redwire's Board has unanimously approved the transaction, and substantial voting agreements have been secured, representing approximately 73% of Redwire's voting power. The merger agreement also entails an amended investor rights agreement and includes customary representations and warranties. A conference call to discuss the merger will be held on January 21, 2025, along with ongoing communications to employees and stakeholders regarding this significant acquisition process.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000181981025000024

Filing Summary: On January 21, 2025, Redwire Corporation announced the execution of a Merger Agreement with Edge Autonomy Ultimate Holdings, LP, and its subsidiaries. The Investor Call, held on the same day, discussed the merger, along with financial guidance for the 2024 fiscal year. This included a call transcript, communications to Edge Autonomy employees, and relevant presentations. The communication serves to inform stakeholders about the proposed business combination and urges stockholders to read the upcoming proxy statement, which will provide crucial information.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000181981025000018

Filing Summary: On January 20, 2025, Redwire Corporation entered into an Agreement and Plan of Merger to acquire Edge Autonomy, a company specializing in unmanned aviation technology. The total purchase price for the acquisition is $925 million, to be paid with $150 million in cash and $775 million in Redwire common stock, priced based on the average trading volume. Redwire may finance the cash portion through existing resources or new financing. The transaction is subject to shareholder approval, antitrust clearances, and other conditions. The board unanimously approved the merger, backed by a special independent committee. Voting agreements were reached with significant stakeholders, representing around 73% of Redwire's voting power. The merger aims to enhance Redwire's capabilities and market position. Additionally, communications regarding the merger were sent to employees and published on various platforms. Stockholders will be invited to approve the transaction in an upcoming meeting, and relevant legal and financial documents are being filed with the SEC.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000181981025000025

Filing Summary: On January 21, 2025, Redwire Corporation held an investor call to discuss the execution of the Agreement and Plan of Merger with Edge Autonomy and its subsidiaries. The call included comments on Redwire's financial guidance for the 2024 fiscal year. Alongside the call, Redwire distributed communications about the Merger Agreement to Edge Autonomy employees and shared presentations for them. Additionally, Edge Autonomy communicated with its customers and suppliers regarding the merger. A proxy statement will be filed with the SEC for a special meeting of Redwire’s stockholders, urging stakeholders to read it carefully to understand the transaction details.

Document Link: View Document