Redwire Corp美股招股说明书(2025-06-17版)

Redwire CorporationCommon Stock We are offering 15,525,000 shares of our common stock, $0.0001 par value per share (our “common stock”). Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “RDW.” The last reported sale price ofour common stock on the NYSE on June 16, 2025 was $20.57 per share. Public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to us(1) (1)See “Underwriting” for a description of compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to anadditional 2,328,750 shares of our common stock from us. If the underwriters exercise this option in full, the total underwritingdiscounts will be $16,218,347 and total proceeds, before expenses, to us will be $282,831,966. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-6of this prospectus supplement, page5of the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares of our common stock to purchasers onJune 18, 2025. Lead Joint Book Running Managers J.P. Morgan BofA SecuritiesMorgan Stanley Joint Book Running Managers Texas CapitalSecurities Truist Securities Roth Capital Partners Co-Managers H.C. Wainwright & Co. B. Riley Securities The date of this prospectus supplement isJune 16, 2025. TABLE OF CONTENTS Prospectus supplement IMPORTANT NOTICEABOUT THIS PROSPECTUS SUPPLEMENTINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEINFORMATION CONCERNING FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONSELECTED FINANCIAL DATACERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE IMPORTANT NOTICE Notice to Prospective Investors in the European Economic Area None of this prospectus supplement, the accompanying prospectus and any related free writing prospectus is a prospectus for thepurposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). This prospectus supplement, the accompanyingprospectus and any related free writing prospectus have been prepared on the basis that any offer of shares of our common stock in anyMember State of the European Economic Area (the “EEA”) will be made pursuant to an exemption under the Prospectus Regulationfrom the requirement to publish a prospectus for offers of shares of our common stock. Accordingly, any person making or intendingto make an offer in any Member State of the EEA of shares of our common stock which are the subject of the offering contemplated inthis prospectus supplement, the accompanying prospectus and any related free writing prospectus may only do so in circumstances inwhich no obligation arises for Redwire or any of the underwriters to publish a prospectus pursuant to Article 3 of the ProspectusRegulation in relation to such offer. Neither Redwire nor the underwriters have authorized, nor do Redwire or the underwritersauthorize, the making of any offer of shares of Redwire’s common stock in the EEA in circumstances in which an obligation arises forRedwire or the underwriters to publish a prospectus for such offer. Notice to Prospective Investors in the United Kingdom In the United Kingdom, none of this prospectus supplement, the accompanying prospectus and any related free writing prospectusis a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom (the “UKProspectus Regulation”). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have beenprepared on the basis that any offer of shares of our common stock in the United Kingdom will be made pursuant to an exemptionunder the UK Prospectus Regulation from the requirement to publish a prospectus for offers of shares of our common stock.Accordingly, any person making or intending to make an offer in the United Kingdom of shares of our common stock which are thesubject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related free writingprospectus may only do so in circumstances in which no obligation arises for Redwire or any of the underwri