Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 to this Report is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure described in the Proxy Statement/Prospectus in the section entitled "Business Combination Proposal" beginning on page 96, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to the Original Form 8-K, which is incorporated herein by reference.

Immediately after giving effect to the transactions, there were 59,661,273.00 shares of common stock of Redwire outstanding. As of such time, AE Red Holdings held 54% of the outstanding shares of common stock of Redwire.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under in the Original Form 8-K under "Item 2.01. Completion of Acquisition or Disposition of Assets-Omnibus Incentive Plan" and "Form 10 Information-Directors and Executive Officers" is incorporated herein by reference. The foregoing section is supplemented by the disclosure below.

In connection with the Closing, Richard H. Anderson, Thomas Dan Friedkin, Paul W. Hobby, Andrea Fischer Newman, David N. Siegel and Wayne Gilbert West resigned as directors of GPAC, and Paul W. Hobby, Jonathan E. Baliff, David Bilger and Nicole M. Taylor resigned as officers of GPAC.

Amendment to 2021 Omnibus Incentive Plan

Effective September 2, 2021, the Compensation Committee of the Redwire Board approved the First Amendment to the Omnibus Plan, which is attached as Exhibit 10.9 to the Original Form 8-K and incorporated herein by reference, to clarify that, for awards granted on the closing date, the "Fair Market Value" (as defined in the Omnibus Plan) of the common stock underlying such award shall mean the closing price of the common stock reported on the New York Stock Exchange on the trading day immediately prior to the closing date.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 2, 2021, in connection with the Closing of the Business Combination, Redwire filed a certificate of incorporation (the "Charter") with the Secretary of State of the State of Delaware and adopted bylaws (the "Bylaws"). The material terms of the Charter and the Bylaws and the general effect upon the rights of holders of Redwire's capital stock are included in the Proxy Statement/Prospectus under the section entitled "Description of New Redwire Securities" beginning on page 296, which is incorporated by reference herein. The foregoing description of the Charter and Bylaws are a summary only and are qualified in its entirety by reference to the Charter and Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to the Original Form 8-K and are incorporated by reference herein.





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Item 9.01. Financial Statement and Exhibits.

(a)-(b) Financial Statements.

Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus beginning on page F-45 and in Exhibit 99.3 hereto, each of which is incorporated herein by reference. Certain unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.4, which is incorporated herein by reference.





(d) Exhibits.



Exhibit     Description
  2.1         Agreement and Plan of Merger, dated as of March 25, 2021, by and
            among GPAC, Shepard Merger Sub Corporation, Cosmos Intermediate, LLC
            and Redwire, LLC (included as Annex A the definitive Proxy
            Statement/Prospectus filed on July 6, 2021).
  3.1*        Certificate of Incorporation of Redwire Corporation, filed with the
            Secretary of State of the State of Delaware on September 2, 2021.
  3.2*        Bylaws of Redwire Corporation.
  3.3*        Certificate of Corporate Domestication of GPAC, filed with the
            Secretary of State of the State of Delaware on September 2, 2021.
  4.1         Specimen Unit Certificate (incorporated by reference to Exhibit 4.1
            to the Registration Statement on Form S-1 filed by GPAC on September
            25, 2020).
  4.2         Specimen Warrant Certificate (incorporated by reference to Exhibit
            4.3 to the Registration Statement on Form S-1 filed by GPAC on
            September 25, 2020).
  4.3         Warrant Agreement, dated as of November 23, 2020, between Continental
            Stock Transfer & Trust Company and the Company (incorporated by
            reference to Exhibit 4.1 to the Current Report on Form 8-K filed by
            GPAC on November 27, 2020).
  10.1        Investor Rights Agreement, dated as of March 25, 2021, by and among
            GPLP, the Sponsor, GPAC, AE Red Holdings and Jefferies (included as
            Annex H to the proxy statement/prospectus filed by GPAC. on July 6,
            2021)
  10.2        Form of Redwire Corporation 2021 Omnibus Equity Incentive Plan
            (included as Annex J to the definitive Proxy Statement/Prospectus filed
            by GPAC on July 6, 2021)
  10.3        Form of Redwire Corporation 2021 Employee Stock Purchase Plan
            (included as Annex K to the Proxy Statement/Prospectus filed by GPAC on
            July 6, 2021)
  10.4*       Form of Indemnification Agreement.
  10.5        Form of Voting and Support Agreement of GPLP (included as Annex G-1
            to the Proxy Statement/Prospectus filed by GPAC on July 6, 2021)
  10.6        Form of Voting and Support Agreement of Crescent Park Funds (included
            as Annex G-2 to the Proxy Statement/Prospectus filed by GPAC on July 6,
            2021)
  10.7        Warrant Forfeiture Agreement, dated as of March 25, 2021, by and
            among GPAC, the Sponsor, Jefferies, AE Red Holdings and Cosmos
            (included as Annex I to the Proxy Statement/Prospectus filed by GPAC on
            July 6, 2021)
  10.8        Form of Subscription Agreement (included as Annex F to the Proxy
            Statement/Prospectus filed by GPAC on July 6, 2021)
  10.9*       Amendment No. 1 to the Redwire Corporation 2021 Omnibus Equity
            Incentive Plan (included as Exhibit 10.2 to this Current Report on Form
            8-K)
  16.1*       Letter of WithumSmith+Brown, PC.




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Exhibit     Description
  99.1*       Press Release, dated September 2, 2021.
  99.2*       Redwire's Management's Discussion and Analysis of Financial Condition
            and Results of Operations.
  99.3*       Unaudited financial statements.
  99.4*       Unaudited pro forma financial statements.
104         Cover Page Interactive Data File (the cover page XBRL tags are embedded
            in the Inline XBRL document).

* Filed with Original Form 8-K.





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