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:

7	Sole Voting Power 0.00
8	Shared Voting Power 37,729,449.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 37,729,449.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 47,170,676.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 47,170,676.00

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 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 51,891,289.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 51,891,289.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 51,891,289.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 51,891,289.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 37,743,610.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 37,743,610.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 43,476,797.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 43,476,797.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 41,409,168.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 41,409,168.00

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, L.P.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,720,614.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,720,614.00

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, L.P.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,720,614.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,720,614.00

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 51,891,289.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 51,891,289.00

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 Corporation

(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, Amendment No. 5 filed on January 22, 2025 and Amendment No. 6 filed on June 5, 2025 (collectively, the "Existing 13D"), is hereby amended in this Amendment No. 7 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 entry by an affiliate of the Reporting Persons into an amendment to an agreement, pursuant to which the Issuer will acquire Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company ("Edge Autonomy Holdings," and, together with its subsidiaries, "Edge Autonomy"), as more fully described in Item 4 of this Amendment.

Item 4.

Purpose of Transaction

On June 8, 2025, the Issuer entered into Amendment No. 2 (the "Amendment") to that certain Agreement and Plan of Merger, dated January 20, 2025, as amended February 3, 2025 (as amended, the "Amended Merger Agreement") with Edge Autonomy Ultimate Holdings, LP, a Delaware limited partnership ("Seller"), Edge Autonomy Holdings, Echelon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Issuer, and Echelon Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Issuer, pursuant to which the Issuer will, via the mergers set forth in the Amended Merger Agreement, acquire Edge Autonomy, a leading provider of field-proven uncrewed airborne system technology. As disclosed in the current report on Form 8-K filed by the Issuer on June 9, 2025, pursuant to the Amended Merger Agreement, an affiliate of the Reporting Persons, Seller, will acquire shares of Common Stock at the closing of the transactions (the "Closing") contemplated by the Amended Merger Agreement.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

On June 8, 2025, the Issuer entered into a registration rights coordination agreement (the "RRCA") with Bain, AE Fund II LP and AE Solutions I in order to resolve certain issues arising under the Registration Rights Agreement originally entered into by the parties on October 28, 2022 in connection with the sale of the Series A Convertible Preferred Stock. The RRCA provides that Bain, AE II LP and AE Solutions I and their respective affiliates will each enter into 90-day lock-up agreements, subject to certain limitations, in the event that the Issuer effects any equity offering within 90 days after the Closing. In addition, the Issuer agreed to file a resale registration statement relating to the sale of the shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and to use its commercially reasonable efforts to cause such registration statment to be declared effective not later than 90 days after the Closing. The Voting Agreement entered into by AE Industrial Partners, LP and its affiliates with the Issuer in connection with the execution of the Merger Agreement remains in full force and effect following the execution of the Amended Merger Agreement and the other transactions described herein.

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). Exhibit 2 Amendment, dated as of June 8, 2025, by and among Redwire Corporation, Edge Autonomy Ultimate Holdings, LP, Edge Autonomy Intermediate Holdings, LLC, Echelon Merger Sub, Inc., and Echelon Purchaser, LLC (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed with the SEC by the Issuer on June 9, 2025). Exhibit 3 Registration Rights Coordination Agreement, dated as of June 8, 2025, by and among Redwire Corporation, BCC Redwire Aggregator, L.P., AE Industrial Partners Fund II, L.P., and AE Industrial Partners Structured Solutions I, L.P. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC by the Issuer on June 9, 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.

AE Red Holdings, LLC

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Vice President and Assistant Treasurer
Date:	06/10/2025

AE Industrial Partners Fund II GP, LP

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Managing Member
Date:	06/10/2025

Michael Robert Greene

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene
Date:	06/10/2025

David H Rowe

Signature:	/s/ David H Rowe
Name/Title:	David H Rowe
Date:	06/10/2025

AE Industrial Partners Fund II-B, LP

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Managing Member
Date:	06/10/2025

AE Industrial Partners Fund II, LP

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Managing Member
Date:	06/10/2025

AE Industrial Partners Fund II-A, LP

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Managing Member
Date:	06/10/2025

AE Industrial Partners Structured Solutions I, L.P.

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Managing Member
Date:	06/10/2025

AE Industrial Partners Structured Solutions I GP, L.P.

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Managing Member
Date:	06/10/2025

Aeroequity GP, LLC

Signature:	/s/ Michael Robert Greene
Name/Title:	Michael Robert Greene/Managing Member
Date:	06/10/2025