SecProbe.io

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 Document August 11, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Erin Purnell Re: Redwire Corporation Registration Statement on Form S-3 Filed August 7, 2025 File No. 333-289379 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Redwire Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Wednesday, August 13, 2025, or as soon thereafter as possible.  In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Please notify Alexander M. Schwartz of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (312) 499-6369 as soon as possible as to the time the registration statement has been declared effective pursuant to this acceleration request. Very truly yours, REDWIRE CORPORATION By: /s/ Chris Edmunds Name: Chris Edmunds Title: Chief Accounting Officer cc: Alexander M. Schwartz, Sheppard, Mullin, Richter & Hampton LLP

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 Document Chris Edmunds To Call Writer Directly: +1 (904) 603-8749 chris.edmunds@redwirespace.com 8226 Philips Highway, Suite 101 Jacksonville, Florida 32256 United States August 7, 2025 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Bradley Ecker Erin Purnell Re: Redwire Corp Draft Registration Statement on Form S-3 Submitted July 18, 2025 CIK No. 0001819810 Ladies and Gentlemen: This letter sets forth responses on behalf of Redwire Corporation (the “Company”) to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter dated July 28, 2025 (the “Comment Letter”) regarding the Company’s Draft Registration Statement on Form S-3 (the “Registration Statement”) submitted on July 18, 2025. For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment. We are concurrently publicly filing with the Commission a Registration Statement on Form S-3.      Draft Registration Statement on Form S-3 submitted on July 18, 2025      General 1. We note disclosure on page 19 that sales of securities you are registering "may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices." However, we note that your warrants ceased trading on March 21, 2025, and do not appear to have a recognized and established trading market. Accordingly, please revise to disclose a fixed price at which the selling securityholders will sell these warrants for the duration of the offering or until they are quoted on an exchange or trading market. Refer to Item 501(b)(3) of Regulation S-K.      Response: The Company respectfully acknowledges the Staff’s request that the Registration Statement be revised to disclose the fixed price at which the selling securityholders will sell the warrants for the duration of the offering or until they are quoted on an exchange or trading market. However, the Company also respectfully notes that Instruction 2 to Item 501(b)(3) of Regulation S-K provides that “if it is impracticable to state the price to the public” the issuer must “explain the method by which the price is to be determined.” Because the warrants will be resold in privately negotiated transactions by the selling securityholders at various times and in various manners, it is impracticable for the Company to state in the Registration Statement a fixed price at which the warrants will be sold. The Company respectfully advises the Staff that the prospectus contained in the Registration Statement has been revised on the cover page and pages 19 and 20 to include disclosure indicating (a) that there is no established public trading market for the warrants and that the Company does not intend to apply for listing of the warrants on any securities exchange or recognized trading system, (b) that sales of the warrants, if any, will be made in privately negotiated transactions and (c) that the sales price for warrants will be determined in such privately negotiated transactions, which we expect will depend, in part, on the manner and timing of such sales, but, in any event, that the Company expects that the price will likely be derived from the market price of its common stock traded on the New York Stock Exchange. * * * * We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned directly at (904) 603-8749 or by email at chris.edmunds@redwirespace.com. Sincerely, /s/ Chris Edmunds Chris Edmunds Senior Vice President and Chief Accounting Officer cc: Peter Cannito, Chief Executive Officer, President and Chairman Jonathan Baliff, Chief Financial Officer Aaron Futch, Executive Vice President, General Counsel and Secretary Redwire Corporation Alexander M. Schwartz Sheppard, Mullin, Richter & Hampton LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Peter Cannito
Chief Executive Officer
Redwire Corp
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256

 Re: Redwire Corp
 Draft Registration Statement on Form S-3
 Submitted July 18, 2025
 CIK No. 0001819810
Dear Peter Cannito:

 We have conducted a limited review of your draft registration statement
and have the
following comment.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-3 submitted on July 18, 2025
General

1. We note disclosure on page 19 that sales of securities you are
registering "may be at
 fixed prices, at prevailing market prices at the time of sale, at prices
related to the
 prevailing market price, at varying prices determined at the time of
sale or at
 negotiated prices." However, we note that your warrants ceased trading
on March 21,
 2025, and do not appear to have a recognized and established trading
market.
 Accordingly, please revise to disclose a fixed price at which the
selling
 securityholders will sell these warrants for the duration of the
offering or until they are
 quoted on an exchange or trading market. Refer to Item 501(b)(3) of
Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
 July 28, 2025
Page 2

of action by the staff.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

 Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at
202-551-3454 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

October 21, 2024
Jonathan Baliff
Chief Financial Officer
Redwire Corp
8226 Phillips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corp
Form 10-K for the Year Ended December 31, 2023
File No. 001-39733
Dear Jonathan Baliff:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Chris Edmunds

To Call Writer Directly:
+1 (904) 603-8749

     chris.edmunds@redwirespace.com

8226 Philips Highway, Suite 101

Jacksonville, Florida 32256

United States

October 18, 2024

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Claire Erlanger

Kevin Woody

Re:    Redwire Corporation

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed March 20, 2024

File No. 001-39733

Ladies and Gentlemen:

On March 20, 2024, Redwire Corporation (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) an Annual Report on Form 10-K (the “Report”). We are writing to address the comments raised in the letter to the Company, dated October 7, 2024, from the staff (the “Staff”) of the Commission relating to the Report. The responses below correspond to the caption and number of the comment of the Staff (reproduced below in italics).

Form 10-K for the Year Ended December 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 41

1.We note that your disclosure in Note Q to the Financial Statements provides the net impact of the EAC adjustments for each annual period. Please revise your results of operations disclosure within MD&A to separately quantify gross favorable and gross unfavorable changes in estimates that are material to consolidated results, accompanied by an appropriate level of analysis. Please provide us with your intended revised disclosure.

Response:

The Company respectfully acknowledges the Staff’s comment and proposes to include disclosure in our MD&A of the gross amount of favorable and unfavorable cumulative catch-up adjustments for each period presented, beginning with our next applicable filing. To the extent such adjustments are material we will include an appropriate level of analysis underlying the reasons for significant changes. The proposed disclosure we intend to include in our future filings is set forth below using the financial information for the year ended December 31, 2023 (additions in bold and underlined):

Securities and Exchange Commission

October 18, 2024

Page 2

“Substantially all of our contracts are accounted for under the percentage-of-completion cost-to-cost method. As a result, revenues on contracts are recorded over time based on progress towards completion for a particular contract, including the estimate of the profit to be earned at completion. The following discussion of material changes in consolidated revenues should be read in tandem with the subsequent discussion of changes in consolidated cost of sales because changes in revenues are typically accompanied by a corresponding change in cost of sales due to the nature of the percentage-of-completion cost-to-cost method.

Net EAC Adjustments - We record changes in costs estimated at completion (net EAC adjustments) using the cumulative catch-up method of accounting. Net EAC adjustments can have a significant effect on reported revenues and gross profit and the table below presents the aggregate amounts for the following periods:

 Year Ended

(dollars in thousands) December 31, 2023  December 31, 2022

Gross Favorable $ 11,728    $ 8,033

Gross Unfavorable (15,250)   (17,987)

Total Net EAC Adjustments $ (3,522)   $ (9,954)

The Company evaluates the contract value and cost estimates at completion for performance obligations no less frequently than quarterly, and more frequently when circumstances significantly change. Changes in contract estimates occur for a variety of reasons including, but not limited to, changes in contract scope, labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, volume assumptions, inflationary trends, and schedule and performance delays. We utilize information available to us at the time when revising our estimates and apply consistent judgement across the full portfolio of programs. Refer to Note Q – Revenues of the accompanying notes to the consolidated financial statements for additional information."

Supplemental Non-GAAP Information, page 43

2.We note that in your reconciliation of Net Income to Adjusted EBITDA, you include an adjustment for capital market and advisory fees. Footnote (iv) below the table indicates that these are "related to advisors assisting with transitional activities associated with becoming a public company, such as implementation of internal controls over financial reporting, and the internalization of corporate services, including, but not limited to, implementing enhanced enterprise resource planning systems." In light of the fact that you have been a public company for several years, please explain to us why you do not believe these costs represent normal recurring operating costs of the business. Similarly, please explain to us why you believe the litigation expense adjustment does not represent normal recurring expenses. See

Securities and Exchange Commission

October 18, 2024

Page 3

guidance in Question 100.01 of the SEC Staff’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please advise or revise accordingly.

Response:

The Company respectfully acknowledges the Staff’s comment and has considered the guidance set forth in Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (“Question 100.01”).

Although we completed our initial public offering in November 2020, the Company has since completed certain one-time in nature filings (e.g., registration statements and required updates thereto based on our eligibility and usage of a Form S-1 or Form S-3 registration statement). We believe costs of outsourcing specialists and capital markets services to complete transactions needed for a newly public company, including but not limited to additional registration statements and prospectus supplements, are not normal, recurring, cash operating expenses necessary to operate our business, and therefore, are appropriate items to exclude when calculating Adjusted EBITDA.

In addition, the Company’s transition to a public company requires implementation of certain compliance processes, including the rules and regulations of the Sarbanes-Oxley Act of 2002 (“SOX”) with respect to internal controls over financial reporting. As a result, the Company continues to design and implement its internal controls over financial reporting, but given the related complexity it is a multi-year effort. We believe the costs of designing and implementing effective internal controls over financial reporting, including the implementation of a new SOX compliant enterprise resource planning system, are not normal, recurring, cash operating expenses necessary to operate our business, and therefore, are appropriate items to exclude when calculating Adjusted EBITDA. We will not include the costs associated with maintaining our annual SOX compliance once implementation is completed as an adjustment to Adjusted EBITDA.

 We believe that excluding the aforementioned costs from Adjusted EBITDA and presenting them in our reconciliation of net income (loss) to Adjusted EBITDA provides a more complete understanding of our ongoing operations while enhancing the comparability of current results to results in future periods, which may be useful for investors in their analysis of our financial performance. We further believe Adjusted EBITDA is useful as an indicator of operating performance because it allows for period-over-period comparisons of our ongoing core operations before the impact of the excluded items. Adjusted EBITDA also facilitates comparison by analysts, investors, and others of results from our ongoing core operations before the impact of these items with results from other companies in a manner consistent with how Company management views the business. In other words, the excluded expenses are only those that are transitory in nature.

We acknowledge the Staff’s comment about the litigation-related expense adjustment to Adjusted EBITDA. We believe the costs included in the litigation-related expense adjustment are not normal, recurring, cash operating expenses necessary to operate our business, and therefore, are appropriate items to exclude when calculating Adjusted EBITDA. As disclosed in footnote (v) to the reconciliation of Adjusted EBITDA, the Company incurred expenses relating to the 2021 Audit Committee investigation and resulting securities litigation as further described in

Securities and Exchange Commission

October 18, 2024

Page 4

Note N of the accompanying notes to the consolidated financial statements in the Company’s Form 10-K. In assessing whether the litigation-related expense from the 2021 Audit Committee investigation constitutes a normal, recurring, cash operating expense, we considered the fact that the costs primarily relate to the legal expenses of outside advisors and counsel engaged for the Audit Committee investigation and subsequent litigation. The costs that are excluded from Adjusted EBITDA relate solely to the investigation and subsequent litigation related to the Audit Committee investigation and do not include the costs associated with normal, recurring legal expenses or other litigation expenses of the Company. Due to the specific nature of the Audit Committee investigation and subsequent litigation, we believe that excluding these specific litigation-related expenses from Adjusted EBITDA and presenting them in our reconciliation of net income (loss) to Adjusted EBITDA provides a more complete understanding of our ongoing operations while enhancing the comparability of current results to results in future periods, which may be useful for investors in their analysis of our financial performance.

*   *   *   *

We hope that the foregoing has been responsive to the Staff’s comments.  Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned directly at (904) 603-8749 or by email at chris.edmunds@redwirespace.com.

Sincerely,

/s/ Chris Edmunds

Chris Edmunds

Senior Vice President and Chief Accounting Officer

cc:

Peter Cannito, Chief Executive Officer, President and Chairman
Jonathan Baliff, Chief Financial Officer

Aaron Futch, Executive Vice President, General Counsel and Secretary

Redwire Corporation

Mark Reuter
Allison Westfall
Keating Muething & Klekamp PLL

October 7, 2024
Jonathan Baliff
Chief Financial Officer
Redwire Corp
8226 Phillips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corp
Form 10-K for the Year Ended December 31, 2023
File No. 001-39733
Dear Jonathan Baliff:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 41
1.We note that your disclosure in Note Q to the Financial Statements provides the net
impact of the EAC adjustments for each annual period.  Please revise your results of
operations disclosure within MD&A to separately quantify gross favorable and gross
unfavorable changes in estimates that are material to consolidated results,
accompanied by an appropriate level of analysis. Please provide us with your intended
revised disclosure.
Supplemental Non-GAAP Information, page 43
We note that in your reconciliation of Net Income to Adjusted EBITDA, you include
an adjustment for capital market and advisory fees.  Footnote (iv) below the table
indicates that these are "related to advisors assisting with transitional activities
associated with becoming a public company, such as implementation of internal
controls over financial reporting, and the internalization of corporate services, 2.

October 7, 2024
Page 2
including, but not limited to, implementing enhanced enterprise resource planning
systems."  In light of the fact that you have been a public company for several years,
please explain to us why you do not believe these costs represent normal recurring
operating costs of the business.  Similarly, please explain to us why you believe the
litigation expense adjustment does not represent normal recurring expenses.  See
guidance in Question 100.01 of the SEC Staff’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Please advise or revise
accordingly.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at 202-551-3629
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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September 12, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:

  Erin Donahue

Re:  Redwire Corporation

Registration Statement on Form S-3

Filed September 6, 2023

File No. 333-274375

Ladies and Gentlemen:

Redwire Corporation, a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-3, File No. 333-274375, as amended (the “Registration Statement”), to 4:00 p.m., Eastern time, on September 14, 2023, or as soon thereafter as practicable.

Please contact Alexander M. Schwartz of Kirkland & Ellis LLP, special counsel to the Company, at (312) 862-2578, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

REDWIRE CORPORATION

By:  /s/ Nathan O’Konek

Name:  Nathan O’Konek

Title:  Executive Vice President and General Counsel

United States securities and exchange commission logo
September 11, 2023
Peter Cannito
President, Chief Executive Officer and Chairman
Redwire Corp
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corp
Registration Statement on Form S-3
Filed September 6, 2023
File No. 333-274375
Dear Peter Cannito:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 27, 2022
Jonathan Baliff
Chief Financial Officer
Redwire Corporation
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 11, 2022
File No. 001-39733
Dear Mr. Baliff:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Chris Edmunds

To Call Writer Directly:
+1 (904) 603-8749

     chris.edmunds@redwirespace.com

8226 Philips Highway, Suite 101

Jacksonville, Florida 32256

United States

September 23, 2022

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:        Beverly Singleton

Claire Erlanger

Re:      Redwire Corporation

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed April 11, 2022

Form 8-K

Furnished August 10, 2022

File No. 001-39733

Ladies and Gentlemen:

On April 11, 2022, Redwire Corporation (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) an Annual Report on Form 10-K and, on August 10, 2022, the Company furnished with the Commission a Current Report on Form 8-K (collectively, the “Reports”). We are writing to address the comments raised in the letter to the Company, dated September 13, 2022, from the staff (the “Staff”) of the Commission relating to the Reports and the Company’s response letter dated September 8, 2022. The responses below correspond to the caption and number of the comment of the Staff (reproduced below in italics).

Form 10-K for the Year Ended December 31, 2021

Management’s Discussion and Analysis of Financial Condition and Results of Operations Supplemental Non-GAAP Information, page 50

1.We note your response to our prior comment one that the pro forma impact on Adjusted EBITDA is calculated based on the historical results of the acquired businesses, to which the Company then applies pro forma adjustments including transaction accounting adjustments and, if applicable, autonomous entity adjustments and management adjustments. Please confirm that the amount of the adjustment presented in your table does not include any management adjustments, such as amounts for expected cost savings or synergies. In this regard, Article 11 of Regulation S-X allows management adjustments to be presented in footnote disclosure, but should not be included in the actual pro forma adjustment. Please advise or revise accordingly.

Securities and Exchange Commission

September 23, 2022

Page 2

Response:

The Company confirms that the amount of the pro forma impact on Adjusted EBITDA presented in the table does not include any management adjustments, such as amounts for expected cost savings or synergies. We acknowledge that Article 11 of Regulation S-X allows management adjustments to be presented in footnote disclosure only.

Form 8-K furnished on August 10, 2022

Exhibit 99.1 Earnings Release, page 7

2.We have reviewed your response to comment number two. In light of the fact that you indicate you are using this measure as a performance measure, it appears you may be violating Rule 100(b) of Regulation G by excluding changes in net working capital from the measure, which may include normal cash operating expenses. See Question 100.01 of the SEC Staff's Compliance and Disclosure Interpretation on Non-GAAP Financial Measures. Please advise. Also, the use of the term "adjusted free cash flow" appears to imply a liquidity measure. Please provide us further details on how you use this measure as a performance measure, how it is useful to investors, and why you believe that it meets the requirements for a non-GAAP measure in Item 10(e) of Regulation SK.

Response:

The Company acknowledges the Staff’s comment and the provisions of Rule 100(b) of Regulation G. After further evaluation of how the Company and its investors use the various non-GAAP measures presented by the Company, the Company has determined that in future filings, the Company will present “Free Cash Flow” as calculated under the guidance in Question 102.07 of the Staff’s Compliance & Disclosure Interpretation on Non-GAAP Financial Measures, updated April 4, 2018 (i.e., cash flows from operating activities as presented in the statement of cash flows under GAAP, less capital expenditures). In addition, the Company will no longer present the calculation of Free Cash Flow that was presented in the Company’s earnings release furnished on August 10, 2022, or Adjusted Free Cash Flow as was proposed in the Company’s response letter to the Staff dated September 8, 2022.

As a result, the Company will modify its disclosures in future earnings releases regarding Free Cash Flow as follows (deletions appear as strike through and additions in bold and double underline) and will include the necessary reconciliation tables for any periods presented:

This press release contains financial measures that have not been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). These financial measures include Total backlog, book-to-bill, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Free Cash Flow.

Securities and Exchange Commission

September 23, 2022

Page 3

We use certain financial measures Adjusted EBITDA and Pro Forma Adjusted EBITDA to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources, which are not calculated in accordance with U.S. GAAP and are considered to be Non-GAAP financial performance measures. We use Free Cash Flow as a useful indicator of liquidity to evaluate our period-over-period operating cash generation that will be used to service our debt, and can be used to invest in future growth through new business development activities and/or acquisitions, among other uses. Free Cash Flow does not represent the total increase or decrease in our cash balance, and it should not be inferred that the entire amount of free cash flow is available for discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures that are not deducted from this measure.

These Non-GAAP financial measures are used to supplement the financial information presented on a U.S. GAAP basis and should not be considered in isolation or as a substitute for the relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis. Because not all companies use identical calculations, our presentation of Non-GAAP measures may not be comparable to other similarly titled measures of other companies.

Free Cash Flow is computed as Adjusted EBITDA net cash provided by (used in) operating activities less capital expenditures. and changes in net working capital.

*   *   *   *

We hope that the foregoing has been responsive to the Staff’s comments.  Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned directly at (904) 603-8749 or by email at chris.edmunds@redwirespace.com.

Sincerely,

/s/ Chris Edmunds

Chris Edmunds

Senior Vice President and Chief Accounting Officer

cc:

Peter Cannito, Chief Executive Officer and Chairman Jonathan Baliff, Chief Financial Officer

Nathan O’Konek, Executive Vice President, General Counsel and Secretary

Redwire Corporation

Securities and Exchange Commission

September 23, 2022

Page 4

Ana Sempertegui

Alexander Schwartz

Kirkland & Ellis LLP

United States securities and exchange commission logo
September 13, 2022
Jonathan Baliff
Chief Financial Officer
Redwire Corporation
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 11, 2022
Form 8-K
Furnished August 10, 2022
Supplemental response letter dated September 8, 2022
File No. 001-39733
Dear Mr. Baliff:
            We have reviewed your September 8, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 25, 2022 letter.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Supplemental Non-GAAP Information, page 50
1.We from note your response to our prior comment one that the pro forma impact on
Adjusted EBITDA is calculated based on the historical results of the acquired businesses,
to which the Company then applies pro forma adjustments including transaction
accounting adjustments and, if applicable, autonomous entity adjustments and
management adjustments.  Please confirm that the amount of the adjustment presented in
your table does not include any management adjustments, such as amounts for expected

 FirstName LastNameJonathan  Baliff
 Comapany NameRedwire Corporation
 September 13, 2022 Page 2
 FirstName LastName
Jonathan  Baliff
Redwire Corporation
September 13, 2022
Page 2
cost savings or synergies.  In this regard, Article 11 of Regulation S-X allows
management adjustments to be presented in footnote disclosure, but  should not be
included in the actual pro forma adjustment.  Please advise or revise accordingly.

Form 8-K furnished on August 10, 2022
Exhibit 99.1 Earnings Release, page 7
2.We have reviewed your response to comment number two.  In light of the fact that you
indicate you are using this measure as a performance measure, it appears you may be
violating Rule 100(b) of Regulation G by excluding changes in net working capital from
the measure, which may include normal cash operating expenses. See Question 100.01 of
the SEC Staff's Compliance and Disclosure Interpretation on Non-GAAP Financial
Measures. Please advise.  Also, the use of the term "adjusted free cash flow" appears to
imply a liquidity measure. Please provide us further details on how you use this measure
as a performance measure, how it is useful to investors, and why you believe that it meets
the requirements for a non-GAAP measure in Item 10(e) of Regulation SK.
            You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Chris Edmunds

To Call Writer Directly:
+1 (904) 603-8749

     chris.edmunds@redwirespace.com

8226 Philips Highway, Suite 101

Jacksonville, Florida 32256

United States

September 8, 2022

VIA EDGAR SUBMISSION

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Beverly Singleton

Claire Erlanger

Re:    Redwire Corporation

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed April 11, 2022

Form 8-K

Furnished August 10, 2022

File No. 001-39733

Ladies and Gentlemen:

On April 11, 2022, Redwire Corporation (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) an Annual Report on Form 10-K and, on August 10, 2022, the Company furnished with the Commission a Current Report on Form 8-K (collectively, the “Reports”). We are writing to address the comments raised in the letter to the Company, dated August 25, 2022, from the staff (the “Staff”) of the Commission relating to the Reports. The responses below correspond to the caption and number of the comment of the Staff (reproduced below in italics).

Form 10-K for the Year Ended December 31, 2021

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1.We note that you present a Pro Forma Adjusted EBITDA measure which appears to represent the incremental results of a full period of operations assuming the entities acquired during the periods presented were acquired from January 1 of the year in which they occurred. Please explain to us how you calculated or determined the pro forma impact, specifically whether you considered pro forma adjustments made in accordance with Article 11 of Regulation S-X in your amounts.

Response:

The Company defines Pro Forma Adjusted EBITDA as Adjusted EBITDA further adjusted for the incremental Adjusted EBITDA that acquired businesses would have contributed for the periods presented if such acquisitions had occurred on January 1 of the year in which they occurred (i.e., the pro forma impact). The pro forma impact on Adjusted EBITDA is calculated

Securities and Exchange Commission

September 8, 2022

Page 2

based on the historical results of the acquired businesses, to which the Company then applies pro forma adjustments including transaction accounting adjustments and, if applicable, autonomous entity adjustments and management adjustments. For the 2021 and 2020 acquisitions, the pro forma impact on Adjusted EBITDA included transaction accounting adjustments related to depreciation and amortization, interest income and expense, income tax (benefit) expense, and nonrecurring items. It is noted, however, that when calculating Adjusted EBITDA for the acquisitions, such transaction accounting adjustments are ultimately added back and thereby removed from the pro forma impact on Adjusted EBITDA.

As an emerging growth company that has completed a significant number of acquisitions in 2020 and 2021, we believe Pro Forma Adjusted EBITDA provides investors with meaningful insights into the impact of strategic acquisitions as well as an indicative run rate of the Company’s future operating performance. Although the Company’s 2021 and 2020 acquisitions do not meet the significance conditions that require pro forma presentation under Article 11 of Regulation S-X (Article 8 for smaller reporting companies like the Company), our calculations of pro forma adjustments are performed in a manner consistent with the concepts of such regulation. We also believe that this non-GAAP measure provides information to investors on a more comparable basis than would be provided without the incremental results of a full period of operations.

For clarity, in future filings with the Commission, the Company will enhance its Pro Forma Adjusted EBITDA disclosures in the second paragraph under the Supplemental Non-GAAP Information sub-heading as follows (deletions appear as strike through and additions in bold and double underline):

Pro Forma Adjusted EBITDA is computed to give effect to the business combinations as if they occurred on January 1 of the year in which they were acquired. Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA further adjusted for the incremental Adjusted EBITDA that acquired businesses would have contributed for the periods presented if such acquisitions had occurred on January 1 of the year in which they occurred. Accordingly, historical financial information for the businesses acquired includes pro forma adjustments calculated in a manner consistent with the concepts of Article 8 of Regulation S-X, which are ultimately added back in the calculation of Adjusted EBITDA. As an emerging growth company that has completed a significant number of acquisitions in 2020 and 2021, we believe Pro Forma Adjusted EBITDA provides meaningful insights into the impact of strategic acquisitions as well as an indicative run rate of the Company’s future operating performance.

In addition, the Company will enhance the footnote to the table that presents a reconciliation of Adjusted EBITDA and Pro Forma Adjusted EBITDA to net income (loss), as follows (deletions appear as strike through and additions in bold and double underline):

Securities and Exchange Commission

September 8, 2022

Page 3

ix.Pro forma impact is computed in a manner consistent with the concepts of Article 8 of Regulation S-X and represents the incremental results of a full period of operations assuming the entities acquired during the periods presented were acquired from January 1 of the year in which they occurred. For the year ended December 31, 2021, the pro forma impact included Oakman from January 1, 2021 to January 15, 2021, DPSS from January 1, 2021 to February 17, 2021, and Techshot from January 1, 2021 to November 1, 2021, and for the year ended December 31, 2020, the pro forma impact includes Adcole from January 1, 2020 to March 2, 2020, DSS from January 1, 2020 to June 1, 2020, MIS from January 1, 2020 to June 22, 2020, Roccor from January 1, 2020 to October 28, 2020 and LoadPath from January 1, 2020 to December 11, 2020.

Form 8-K furnished on August 10, 2022

Exhibit 99.1 Earnings Release, page 7

2.We note that your disclosure of Free Cash Flow presented in your earnings release is calculated as Adjusted EBITDA less capital expenditures and changes in net working capital. Please note that free cash flow is typically calculated as cash flows from operating activities as presented in the statement of cash flows under GAAP, less capital expenditures. In light of the significant differences between your free cash flow measure and that calculated as the typical free cash flow measure, please explain to us why you believe your measure is appropriately presented under Item 10(e) of Regulation S-K. In this regard, this measure should be reconciled to the most comparable GAAP measure, which appears to be cash flows from operating activities as presented in the statement of cash flows and should not be titled “free cash flow,” as the measure differs significantly from the typical free cash flow definition. See Question 102.06 and 102.07 of the Staff’s Compliance & Disclosure Interpretation on Non-GAAP Financial Measures, updated April 4, 2018. Also, please clearly explain to us how management uses this measure and why you believe it is useful to investors.

Response:

The Company presents, and management uses, the non-GAAP measure of “Free Cash Flow” as a performance measure to evaluate the strength and efficiency of the Company’s current operations with consideration for capital expenditures and the impact of changes associated with working capital, which can vary substantially from one period to another. As a performance measure, rather than a liquidity measure, the most closely comparable GAAP measure is net income (loss), which is the starting point for the calculation of “Free Cash Flow” as presented in the table. The Company notes the provisions of Item 10(e) of Regulation S-K, and more particularly, the guidance in Questions 102.06 and 102.07 of the Staff’s Compliance & Disclosure Interpretation on Non-GAAP Financial Measures (updated April 4, 2018) (the “C&DI”) that refer to the measure entitled “Free Cash Flow” and its use as a liquidity measure.

In light of the provisions of Item 10(e) of Regulation S-K and the C&DIs, the Company will revise the title of this non-GAAP financial measure in future filings from “Free Cash Flow”

Securities and Exchange Commission

September 8, 2022

Page 4

to “Adjusted Free Cash Flow.” For additional clarity, the Company will enhance its disclosures in future earnings releases regarding Adjusted Free Cash Flow as follows (deletions appear as strike through and additions in bold and double underline):

This press release contains financial measures that have not been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). These financial measures include Total backlog, book-to-bill, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Adjusted Free Cash Flow. Adjusted EBITDA, Pro Forma Adjusted EBITDA, and Free Cash Flow are three such Non-GAAP financial measures that we use.

Adjusted EBITDA is defined as net income (loss) adjusted for interest expense (income), net, income tax (benefit) expense, depreciation and amortization, impairment expense, acquisition deal costs, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue, severance costs, capital market and advisory fees, write-off of long-lived assets, equity-based compensation, committed equity facility transaction costs, and warrant liability fair value adjustments.

Pro Forma Adjusted EBITDA is computed to give effect to the business combinations as if they occurred on January 1 of the year in which they were acquired. Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA further adjusted for the incremental Adjusted EBITDA that acquired businesses would have contributed for the periods presented if such acquisitions had occurred on January 1 of the year in which they occurred. Accordingly, historical financial information for the businesses acquired includes pro forma adjustments calculated in a manner consistent with the concepts of Article 8 of Regulation S-X, which are ultimately added back in the calculation of Adjusted EBITDA. As an emerging growth company that has completed a significant number of acquisitions in 2020 and 2021, we believe Pro Forma Adjusted EBITDA provides meaningful insights into the impact of strategic acquisitions as well as an indicative run rate of the Company’s future operating performance.

Free Cash Flow is computed as Adjusted EBITDA less capital expenditures and changes in net working capital. Adjusted Free Cash Flow is defined as Adjusted EBITDA further adjusted for capital expenditures and the impact of changes in net working capital. For this purpose, the Company defines capital expenditures as purchases of property, plant and equipment, net and intangible assets, which are included in cash flows from investing activities. Changes in net working capital represents the difference in net working capital between the period presented and the prior year comparable period.

We use certain financial measures Adjusted EBITDA and Pro Forma Adjusted EBITDA to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources, which are not calculated in accordance with U.S. GAAP and are considered to be Non-GAAP financial performance measures.

Securities and Exchange Commission

September 8, 2022

Page 5

We use Adjusted Free Cash Flow as a financial performance measure to evaluate the performance and efficiency of our current operations without the impact of capital expenditures and changes associated with working capital, which can vary substantially from one period to another. While we include interest expense in the calculation of Adjusted Free Cash Flow, other mandatory debt service requirements of future payments of principal at maturity (if such debt is not refinanced) are excluded from the calculation of Adjusted Free Cash Flow. These and other non-discretionary expenditures that are not deducted from Adjusted Free Cash Flow would reduce cash available for other uses.

These Non-GAAP financial performance measures are used to supplement the financial information presented on a U.S. GAAP basis and should not be considered in isolation or as a substitute for net income (loss) presented in accordance with U.S. GAAP the relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis. There is no commonly accepted definition of Adjusted EBITDA, Pro Forma Adjusted EBITDA and Adjusted Free Cash Flow. Because not all companies use identical calculations, our presentation of Non-GAAP measures may not be comparable to other similarly titled measures of other companies.

*   *   *   *

We hope that the foregoing has been responsive to the Staff’s comments.  Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned directly at (904) 603-8749 or by email at chris.edmunds@redwirespace.com.

Sincerely,

/s/ Chris Edmunds

Chris Edmunds

Senior Vice President and Chief Accounting Officer

cc:

Peter Cannito, Chief Executive Officer and Chairman
Jonathan Baliff, Chief Financial Officer

Nathan O’Konek, Executive Vice President, General Counsel and Secretary

Redwire Corporation

Ana Sempertegui
Alexander Schwartz
Kirkland & Ellis LLP

United States securities and exchange commission logo
August 25, 2022
Jonathan Baliff
Chief Financial Officer
Redwire Corporation
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 11, 2022
Form 8-K
Furnished August 10, 2022
File No. 001-39733
Dear Mr. Baliff:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Supplemental Non-GAAP Information, page 50
1.We note that you present a Pro Forma Adjusted EBITDA measure which appears to
represent the incremental results of a full period of operations assuming the entities
acquired during the periods presented were acquired from January 1 of the year in which
they occurred.  Please explain to us how you calculated or determine the pro forma
impact, specifically whether you considered pro forma adjustments made in accordance
with Article 11 of Regulation S-X in your amounts.

 FirstName LastNameJonathan  Baliff
 Comapany NameRedwire Corporation
 August 25, 2022 Page 2
 FirstName LastName
Jonathan  Baliff
Redwire Corporation
August 25, 2022
Page 2
Form 8-K furnished on August 10, 2022
Exhibit 99.1 Earnings Release, page 7
2.We note that your disclosure of Free Cash Flow presented in your earnings release is
calculated as Adjusted EBITDA less capital expenditures and changes in net working
capital.  Please note that free cash flow is typically calculated as cash flows from
operating activities as presented in the statement of cash flows under GAAP, less capital
expenditures.  In light of the significant differences between your free cash flow measure
and that calculated as the typical free cash flow measure, please explain to us why you
believe your measure is appropriately presented under Item 10(e) of Regulation S-K.  In
this regard, this measure should be reconciled to the most comparable GAAP measure,
which appears to be cash flows from operating activities as presented in the statement of
cash flows and should not be titled “free cash flow,” as the measure differs significantly
from the typical free cash flow definition.  See Question 102.06 and 102.07 of the Staff’s
Compliance & Disclosure Interpretation on Non-GAAP Financial Measures, updated
April 4, 2018.  Also, please clearly explain to us how management uses this measure and
why you believe it is useful to investors.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Redwire Corporation

8226 Philips Highway, Suite 101

Jacksonville, Florida 32256

June 27, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alex King

Re: Redwire Corporation

  Registration Statement on Form S-1

  Filed June 16, 2022

  File No. 333-265643

Ladies and Gentlemen:

Redwire Corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (the “Registration Statement”), File No. 333-265643, as amended, to 4:00 p.m., Eastern Time, on Wednesday, June 29, 2022, or as soon thereafter as practicable.

Please contact Alexander Schwartz of Kirkland & Ellis LLP, special counsel to the Company, at (312) 862-2578 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Nathan O’Konek

Nathan O’Konek

Executive Vice President, General Counsel and Secretary

 1

United States securities and exchange commission logo
June 24, 2022
Nathan O'Konek
Executive VP and General Counsel
Redwire Corporation
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corporation
Form S-1
File No. 333-265643
Filed June 16, 2022
Dear Mr. O'Konek:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Redwire Corporation

8226 Philips Highway, Suite 101

Jacksonville, Florida 32256

May 3, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Herbers

    Re:
    Redwire Corporation

    Registration Statement on Form S-1

    Filed April 22, 2022

    File No. 333-264442

Ladies and Gentlemen:

Redwire Corporation (the “Company”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-1 (the “Registration Statement”), File No. 333-264442, as amended,
to 4:00 p.m., Eastern Time, on Thursday, May 5, 2022, or as soon thereafter as practicable.

Please contact Alexander Schwartz of Kirkland & Ellis LLP, special
counsel to the Company, at (312) 862-2578 as soon as the Registration Statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

    Sincerely,

    /s/ Nathan O’Konek

    Nathan O’Konek

    Executive Vice President, General Counsel and Secretary

United States securities and exchange commission logo
May 2, 2022
Nathan O’Konek
Executive Vice President, General Counsel and Secretary
Redwire Corp
8226 Philips Highway, Suite 101
Jacksonville, FL 32256
Re:Redwire Corp
Registration Statement on Form S-1
Filed April 22, 2022
File No. 333-264442
Dear Mr. O’Konek:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alexander Schwartz

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Redwire Corporation

8226 Philips Highway, Suite 101

Jacksonville, Florida 32256

September 29, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Greg Herberz, Melissa Gilmore, Andrew Blume, Sergio Chinos, Asia Timmons-Pierce

Re:

Redwire Corporation

Registration Statement   on Form S-1

Filed   September 24, 2021

File   No. 333-259755

Ladies and Gentlemen:

Redwire Corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (the “Registration Statement”), File No. 333-259755, as amended, to 4:05 p.m., Eastern Time, on Monday, October 4, 2021, or as soon thereafter as practicable.

Please contact Alexander Schwartz of Kirkland & Ellis LLP, special counsel to the Company, at (312) 862-2578 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Nathan O’Konek

Nathan O’Konek

Executive Vice   President, General Counsel and Secretary

United States securities and exchange commission logo
September 28, 2021
Nathan O'Konek
Executive Vice President, General Counsel and Secretary
Redwire Corp.
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
Re:Redwire Corp.
Registration Statement on Form S-1
Filed September 24, 2021
File No. 333-259755
Dear Mr. O'Konek:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alexander Schwartz

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 GENESIS PARK ACQUISITION CORP.

2000 Edwards St., Suite B

 Houston,
TX 77007

 August 9, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street

 Washington, D.C. 20549-7010

Attn:
 Sergio Chinos and Asia Timmons-Pierce

Re:

Genesis Park Acquisition Corp.

Registration Statement on Form S-4

File No. 333-257710

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Genesis Park Acquisition Corp. (the
“Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-4 (as amended to date, the “Registration Statement”) be
accelerated to August 11, 2021 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

 Please
confirm that the Registration Statement has been declared effective by telephoning Jesse Myers of Willkie Farr & Gallagher LLP at (713) 510-1709. Comments with respect to this request or the
Registration Statement may be directed to Mr. Myers by telephone at (713) 510-1709 or e-mail at jmyers@willkie.com.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Sincerely,

GENESIS PARK ACQUISITION CORP.

By:

 /s/ Paul W. Hobby

Name: Paul W. Hobby

Title: Chief Executive Officer

 Via E-mail:

cc:
 William H. Gump

Angela Olivarez

 Jesse P. Myers

 Willkie Farr & Gallagher LLP

Robert M. Hayward, P.C.

Alexander M. Schwartz

Kirkland & Ellis LLP

 2

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 Genesis Park Acquisition Corp.

2000 Edwards Street, Suite B

Houston, Texas 77007

August 5, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street

 Washington, D.C. 20549-7010

 Attn: Melissa Gilmore, Andrew
Blume, Sergio Chinos, Asia Timmons-Pierce

Re:
 Genesis Park Acquisition Corp.

 Registration Statement on Form S-4

 Filed July 6, 2021

 File No. 333-257710

Ladies and Gentlemen:

 This letter sets forth
the responses of Genesis Park Acquisition Corp. (the “Company” or “GPAC”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission set forth in the Staff’s letter, dated August 3, 2021, with respect to the Company’s Registration Statement on Form S-4 filed on July 6, 2021 (the “Registration Statement”).

The full text of the Staff’s comments has been included in this letter for your convenience.

Concurrently with the submission of this letter, the Company is publicly filing Amendment No. 1 to its Registration Statement on Form S-4
(the “Amended Registration Statement”). The Amended Registration Statement addresses the Staff’s comments and updates or clarifies certain other information in the Registration Statement. The Company is also providing the Staff
a marked proof of the Amended Registration Statement showing all changes made to the Registration Statement.

 Registration Statement on Form S-4 filed
July 6, 2021

 Q: Do the Sponsor or any of GPAC’s directors or executive officers have interests that are different from..., page xv

1.
 Please revise the fourth bullet point to include the number of private placement warrants held by the
Sponsor.

 Response: The Company has revised the fourth bullet point on page xv of the Amended Registration
Statement to address the Staff’s comment, and has made conforming changes on pages 19, 66 and 135 of the Amended Registration Statement.

 U.S. Securities and Exchange Commission

August 5, 2021

 Page 2

 Description of Greenhill’s Discussion Materials, page 131

2.
 We note your response to prior comment 9 and the disclosure added on page 131. Please revise to include
financial analysis results and underlying data.

 Response: The Company has revised the disclosure on pages 131
through 136 of the Amended Registration Statement to address the Staff’s comment.

 If you have any questions related to this letter,
please do not hesitate to contact Bill Gump at (212) 728-8285, Angela Olivarez at (713) 510-1710 or Jesse Myers at (713) 510-1709 of Willkie Farr & Gallagher LLP.

Sincerely,

/s/ Paul W. Hobby

 Paul W. Hobby

 Chief Executive
Officer

 Via E-mail:

cc:
 William H. Gump

 Angela Olivarez

 Jesse P. Myers

 Willkie Farr & Gallagher LLP

 Robert M. Hayward, P.C.

 Alexander M. Schwartz

 Kirkland & Ellis LLP

United States securities and exchange commission logo
August 3, 2021
Paul W. Hobby
Chief Executive Officer
Genesis Park Acquisition Corp.
2000 Edwards Street, Suite B
Houston, TX 77007
Re:Genesis Park Acquisition Corp.
Registration Statement on Form S-4
Filed July 6, 2021
File No. 333-257710
Dear Mr. Hobby:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed July 6, 2021
Q: Do the Sponsor or any of GPAC's directors or executive officers have interests that are
different from..., page xv
1.Please revise the fourth bullet point to include the number of private placement warrants
held by the Sponsor.
Description of Greenhill's Discussion Materials, page 131
2.We note your response to prior comment 9 and the disclosure added on page 131. Please
revise to include financial analysis results and underlying data.

 FirstName LastNamePaul W. Hobby
 Comapany NameGenesis Park Acquisition Corp.
 August 3, 2021 Page 2
 FirstName LastName
Paul W. Hobby
Genesis Park Acquisition Corp.
August 3, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or Andrew
Blume, Staff Accountant, at (202) 551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Sergio Chinos, Staff Attorney, at (202)
551-7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Olivarez

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 Genesis Park Acquisition Corp.

2000 Edwards Street, Suite B

Houston, Texas 77007

July 6, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street

 Washington, D.C. 20549-7010

Attn:
 Melissa Gilmore, Andrew Blume, Sergio Chinos, Asia Timmons-Pierce

Re:
     Genesis Park Acquisition Corp.

    Draft Registration Statement on Form S-4

    Submitted May 12, 2021

    CIK No. 0001819810

Ladies and Gentlemen:

 This letter sets forth
the responses of Genesis Park Acquisition Corp. (the “Company” or “GPAC”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission set forth in the Staff’s letter, dated June 9, 2021, with respect to the Company’s Draft Registration Statement on Form S-4 submitted on May 12, 2021 (the “Draft
Registration Statement”).

 The full text of the Staff’s comments has been included in this letter for your convenience.

Concurrently with the submission of this letter, the Company is publicly filing its Registration Statement on Form S-4 (the “Registration Statement”). The Registration Statement addresses the Staff’s comments and updates or clarifies certain other information in the Draft Registration Statement. The Company
is also providing the Staff a marked proof of the Registration Statement showing all changes made to the Draft Registration Statement.

 Draft
Registration Statement on Form S-4 submitted May 12, 2021

 General

1.
 We note your disclosure that the Proposed Governing Documents shall designate the federal district courts of
the United States as the sole and exclusive forum for resolving any action asserting a claim under the Securities Act. Further, we note that this provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act.
On page xvi, your disclosure suggests that the Proposed Governing Documents will designate the federal district courts of the United States as the exclusive forum for litigation arising out of the Exchange Act. Please revise accordingly.

 Response: The Company has revised the disclosure on pages xx and 146 of the Registration Statement to delete
the reference to the Exchange Act in conformity with the Proposed Governing Documents.

2.
 Please revise your cover page to give prominence to the disclosure that the Sponsor and GPAC directors and
executive officers have interests in the business combination that is different from, or in addition, to those of your shareholders.

Response: The Company has revised the disclosure on the cover page of the preliminary proxy statement/prospectus forming part of the
Registration Statement to give prominence to the disclosure that the Sponsor and GPAC’s directors and executive officers have interests in the business combination that are different from, or in addition to (and which may conflict with), those
of GPAC’s shareholders.

 Securities and Exchange Commission

July 6, 2021

 Page 2

 Questions and Answers for Shareholders of GPAC, page ix

3.
 Please add a question and answer that addresses the positive and negative factors that the board considered
when determining to enter into the business combination agreement and its rationale for approving the transaction.

Response: The Company has revised the disclosure on pages xiii and xiv of the Registration Statement to add a question and answer that
addresses the positive and negative factors that the board considered when determining to enter into the business combination agreement and its rationale for approving the transaction.

Interests of GPAC Directors and Executive Officers in the Business Combination, page 18

4.
 Please revise the second and third bullet point to quantify the value of the securities held by the Sponsor
as of the most practicable date. Further, please quantify the out-of-packet expenses incurred by your Sponsor, executive officers, and directors as of the most
practicable date. In addition, please add a question and answer that discusses such interests in the corresponding section.

Response: The Company has revised the disclosure on pages xv, 19, 20, 66 and 135 of the Registration Statement to quantify the value of
the securities held by the Sponsor as of June 25, 2021 and the out-of-pocket expenses incurred by the Sponsor and GPAC’s directors and executive officers as of
June 30, 2021. The Company has also revised the disclosure on pages xv and xvi of the Registration Statement to add a question and answer relating to the interests of the Sponsor and GPAC’s directors and executive officers
(including with respect to the value of the securities held by the Sponsor and the out-of-pocket expenses incurred by the Sponsor and GPAC’s directors and executive
officers) that are different from, or in addition to (and which may conflict with), the interests of GPAC’s shareholders with respect to the Business Combination.

Background to the Business Combination, page 112

5.
 We note your disclosure that the business combination transactions with other potential targets were
ultimately not pursued. Please expand your disclosure to discuss in greater detail these other potential targets, including their size and material attributes, and the reasons they were not pursued. Please substantially revise your disclosure to
provide additional detail, including timing and how the discussions with other potential targets overlapped with one another and with Redwire. Please describe the potential terms discussed and the progress of those discussions. Also provide the
dates of board meetings at which the management team communicated with the board, how many candidates they presented to the board, what recommendations they made, whether financial advisors were involved, and further information on the board’s
decision-making process.

 Response: The Company has revised the disclosure on pages 114-119 of the Registration Statement to address the Staff’s comment.

6.
 Please revise your disclosure in this section to include negotiations relating to material terms of the
transaction, including, but not limited to, structure, consideration, Minimum Closing Cash Condition, proposals and counter-proposals and the size of PIPE. In your revised disclosure, please explain the reasons for the terms, each party’s
position on the issues, and how you reached agreement on the final terms.

 Response: The Company has revised
the disclosure on pages 119-124 of the Registration Statement to address the Staff’s comment.

7.
 Please revise your disclosures to discuss the parties’ negotiations of the amount and type of
consideration throughout the negotiation process. Please disclose the counter-proposal made by each party. Please also explain the reasons that the parties agreed to a modification of the consideration to be received by Holdings in connection with
the Business Combination from aggregate consideration of $640 million to aggregate consideration of $447 million.

Response: The Company has revised the disclosure on pages 119-124 of the Registration Statement
to address the Staff’s comment.

8.
 Please discuss the parties negotiation of the Minimum Closing Cash Condition, including counter proposals
made by each party. Please explain why the parties agreed that the Minimum Closing Cash Condition would be reduced from a range of $200-250 million to $185 million.

Response: The Company has revised the disclosure on pages 121, 123 and 124 of the Registration Statement to address the Staff’s
comment.

 - 2 -

 Securities and Exchange Commission

July 6, 2021

 Page 3

9.
 Please disclose the valuation provided by Greenhill at the meeting held on March 22, 2021.

 Response: The Company has revised the disclosure on pages 124 and 131 of the Registration Statement to
address the Staff’s comment.

10.
 Please disclose the valuations discussed at the February 14, 2021 meeting.

The Company respectfully advises the Staff that no valuations were discussed at the February 14, 2021 meeting of the GPAC Board. On
February 13, 2021, GPAC had initial discussions with Greenhill regarding the possibility of Greenhill acting as the mergers and acquisitions advisor to GPAC in connection with the Business Combination, and the purpose of the
February 14, 2021 meeting was to provide Greenhill with the background of the transaction and the status of the various workstreams, including financial projections and the business diligence work performed to date.

The Company has clarified the related disclosure on page 122 of the Registration Statement to address the Staff’s comment.

Certain Company Projected Financial Information, page 124

11.
 We note that you present a projection of Adjusted EBITDA and that the calculation excludes “certain non-cash items and other non-recurring items that management believes are not indicative of ongoing operations.” Please disclose in sufficient detail the nature of all
material items that are excluded in your Adjusted EBITDA projections.

 Response: In response to the
Staff’s comment, the Company has updated the disclosure in footnote (1) to the table on page 134 of the Registration Statement to disclose the nature of the non-recurring items that were excluded
from the Adjusted EBITDA projections.

 The Company respectfully advises the Staff that, in the Adjusted EBITDA projections, Redwire has not
excluded any non-cash and non-recurring items other than the definitional add backs (i.e., interest expense, income taxes, depreciation, and amortization) for fiscal
year 2022 and beyond. With respect to the Adjusted EBITDA projections for fiscal year 2021, estimated transaction-related costs in connection with the potential acquisitions in Redwire’s pipeline were excluded.

12.
 We note your disclosure on page 124 that the financial projections reflect numerous estimates and
assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Redwire’s business. Please revise to describe such estimates, matters and assumptions
with greater specificity and quantify where practicable. Please disclose any other information to facilitate investor understanding of the basis for and limitations of these projections. Please specifically address the significant differences in
your historical revenue and market share from your future projections, including those that are multiple years into the future.

Response: In response to the Staff’s comment, the Company has updated the disclosure in the section of the Registration Statement
entitled “Certain Company Projected Financial Information” on pages 132 and 133 to disclose more specific information concerning estimates, matters and assumptions reflected in the financial projections.

13.
 We note the following disclosure “none of them intends to or undertakes any obligation to update or
otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error or to have
changed.” Please revise your disclosure to clarify that you will update this information to the extent required by law.

Response: The Company has revised the disclosure on page 133 of the Registration Statement to address the Staff’s comment.

Governing Documents Proposals, page 135

14.
 Please reformat the table commencing on page 135, as the table is difficult to follow in its current format.

 Response: The Company has reformatted the table commencing on page 144 of the Registration Statement to make
the table easier to follow.

 U.S. Federal Income Tax Considerations, page 166

15.
 We note your disclosure, here and elsewhere, that the domestication “should” qualify as a
reorganization within the meaning of Section 368 of the Code. Please state in your disclosure that the discussion is the opinion of tax counsel. Please refer to Sections III.B and C of Staff Legal Bulletin 19. Please update your exhibit index
to include counsel’s tax opinion.

 Response: The Company has revised the disclosure on pages xxi, 23, 81
and 177 of the Registration Statement to address the Staff’s comment and has filed an opinion of counsel as Exhibit 8.1 to the Registration Statement.

 - 3 -

 Securities and Exchange Commission

July 6, 2021

 Page 4

 Unaudited Pro Forma Condensed Combined Financial Information, page 180

16.
 We note that you acquired Oakman Aerospace, Inc. (“Oakman”) on January 15, 2021 for
approximately $15.2 million and that the acquisition was below the 20% significance threshold. Please provide us with the significance test calculations supporting your conclusion that Oakman financial statements are not required to be
presented.

 Response: In response to the Staff’s comment, the Company respectfully requests the Staff to
refer to the SEC preclearance letter sent by Mr. William Read, Chief Financial Officer of Redwire, dated January 28, 2021 with a response from the SEC Associate Chief Accountant on February 16, 2021 for background on the Oakman
acquisition.

 The Company respectfully advises the Staff that the significance of Oakman was evaluated under the amended rules effective
January 1, 2021 to determine the financial statement requirements under Regulation S-X Rule 8-04 using Redwire, the accounting acquirer, as the basis for performing
the tests of significance. According to amended Regulation S-X Article 11, the denominator when performing the significance tests for Oakman was Redwire’s 2020 financial statements (i.e., the Redwire
successor period results) which were the most recent pre-acquisition annual financial statements required to be filed. Please refer to the letter mentioned above for further background.

The following calculations were performed to determine the significance level of Oakman:

(in thousands)

 Investment Test

 GAAP Purchase Price of Acquiree

$
 14,252,490

 Consolidated Total Assets at December 31, 2020

$
156,775,041

 Calculated Significance - Investment Test

9.1
%

 Below or above threshold?

Below threshold

 Asset Test

 Predecessor’s Pre-Acquisition Share of
Acquiree’s Total Assets

$
 2,916,741

 Consolidated Total Assets at December 21, 2020

$
 156,775,041

 Calculated Significance—Asset Test

1.9
%

 Below or above threshold?

Below threshold

 Income Test

 Acquiree Income Before Taxes

$
 642,507

 Net Income/(Loss) - Full Fiscal Year

$
(18,031,721
)

 Taxes

3,658,761

 Income Before Taxes - Full Fiscal Year

$
(14,372,960
)

 Calculated Significance - Income Component

4.5
%

 Acquiree Pre-Acquisition
12-Month Revenue

$
 6,700,000

 Full Fiscal Year Revenue

$
 40,785,147

 Calculated Significance - Revenue Component

16.4
%

 Calculated Significance - Income Test

4.5
%

 Below or above threshold?

Below threshold

 The Company respectfully advises the Staff that the calculations above have been updated since the SEC
preclearance letter was sent to reflect the actual purchase price of Oakman after considering contractual adjustments for net-working capital and cash adjustments, as well as the final year-end balances for Redwire as of December 31, 2020. Although the calculated significance percentages have changed since the SEC preclearance letter was sent with projected 2020 Redwire results, when the
actual results for Redwire 2020 were used, as reflected above, the overall conclusion regarding the significance of Oakman has not changed.

 - 4 -

 Securities and Exchange Commission

July 6, 2021

 Page 5

 Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 190

17.
 We note from pro forma adjustment (d) that you have reclassified the GPAC public warrants from
liability to equity and that the accounting treatment of the remaining warrants are being evaluated to assess if

United States securities and exchange commission logo
June 9, 2021
Paul W. Hobby
Chief Executive Officer
Genesis Park Acquisition Corp.
2000 Edwards Street, Suite B
Houston, TX 77007
Re:Genesis Park Acquisition Corp.
Draft Registration Statement on Form S-4
Submitted May 12, 2021
CIK No. 0001819810
Dear Mr. Hobby:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted May 12, 2021
General
1.We note your disclosure that the Proposed Governing Documents shall designate
the federal district courts of the United States as the sole and exclusive forum for
resolving any action asserting a claim under the Securities Act.  Further, we note that this
provision will not apply to suits brought to enforce any liability or duty created by the
Exchange Act.  On page xvi, your disclosure suggests that the Proposed Governing
Documents will designate the federal district courts of the United States as the exclusive
forum for litigation arising out of the Exchange Act.  Please revise accordingly.

 FirstName LastNamePaul W. Hobby
 Comapany NameGenesis Park Acquisition Corp.
 June 9, 2021 Page 2
 FirstName LastName
Paul W. Hobby
Genesis Park Acquisition Corp.
June 9, 2021
Page 2
2.Please revise your cover page to give prominence to the disclosure that the Sponsor
and GPAC directors and executive officers have interests in the business combination that
is different from, or in addition, to those of your shareholders.
Questions and Answers for Shareholders of GPAC, page ix
3.Please add a question and answer that addresses the positive and negative factors that the
board considered when determining to enter into the business combination agreement and
its rationale for approving the transaction.
Interests of GPAC Directors and Executive Officers in the Business Combination, page 18
4.Please revise the second and third bullet point to quantify the value of the securities held
by the Sponsor as of the most practicable date.  Further, please quantify the out-of-packet
expenses incurred by your Sponsor, executive officers, and directors as of the most
practicable date.  In addition, please add a question and answer that discusses such
interests in the corresponding section.
Background to the Business Combination, page 112
5.We note your disclosure that the business combination transactions with other potential
targets were ultimately not pursued.  Please expand your disclosure to discuss in greater
detail these other potential targets, including their size and material attributes, and the
reasons they were not pursued.  Please substantially revise your disclosure to provide
additional detail, including timing and how the discussions with other potential targets
overlapped with one another and with Redwire. Please describe the potential terms
discussed and the progress of those discussions. Also provide the dates of board meetings
at which the management team communicated with the board, how many candidates they
presented to the board, what recommendations they made, whether financial advisors were
involved, and further information on the board’s decision-making process.
6.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, Minimum
Closing Cash Condition,  proposals and counter-proposals and the size of PIPE.  In your
revised disclosure, please explain the reasons for the terms, each party's position on the
issues, and how you reached agreement on the final terms.
7.Please revise your disclosures to discuss the parties' negotiations of the amount and type
of consideration throughout the negotiation process.  Please disclose the counter-proposal
made by each party.  Please also explain the reasons that the parties agreed to a
modification of the consideration to be received by Holdings in connection with the
Business Combination from aggregate consideration of $640 million to aggregate
consideration of $447 million.
8.Please discuss the parties negotiation of the Minimum Closing Cash Condition, including
counter proposals made by each party.  Please explain why the parties agreed that the

 FirstName LastNamePaul W. Hobby
 Comapany NameGenesis Park Acquisition Corp.
 June 9, 2021 Page 3
 FirstName LastNamePaul W. Hobby
Genesis Park Acquisition Corp.
June 9, 2021
Page 3
Minimum Closing Cash Condition would be reduced from a range of $200-250 million to
$185 million.
9.Please disclose the valuation provided by Greenhill at the meeting held on March 22,
2021.
10.Please disclose the valuations discussed at the February 14, 2021 meeting.
Certain Company Projected Financial Information, page 124
11.We note that you present a projection of Adjusted EBITDA and that the calculation
excludes "certain non-cash items and other non-recurring items that management believes
are not indicative of ongoing operations."  Please disclose in sufficient detail the nature of
all material items that are excluded in your Adjusted EBITDA projections.
12.We note your disclosure on page 124 that the financial projections reflect numerous
estimates and assumptions with respect to general business, economic, regulatory, market
and financial conditions and other future events, as well as matters specific to Redwire’s
business.  Please revise to describe such estimates, matters and assumptions with greater
specificity and quantify where practicable.  Please disclose any other information to
facilitate investor understanding of the basis for and limitations of these projections.
Please specifically address the significant differences in your historical revenue and
market share from your future projections, including those that are multiple years into the
future.
13.We note the following disclosure "none of them intends to or undertakes any obligation to
update or otherwise revise the projections to reflect circumstances existing after the date
when made or to reflect the occurrence of future events in the event that any or all of the
assumptions underlying the projections are shown to be in error or to have
changed."  Please revise your disclosure to clarify that you will update this information to
the extent required by law.
Governing Documents Proposals, page 135
14.Please reformat the table commencing on page 135, as the table is difficult to follow in
its current format.
U.S. Federal Income Tax Considerations, page 166
15.We note your disclosure, here and elsewhere, that the domestication "should" qualify as a
reorganization within the meaning of Section 368 of the Code. Please state in your
disclosure that the discussion is the opinion of tax counsel.  Please refer to Sections III.B
and C of Staff Legal Bulletin 19.  Please update your exhibit index to include counsel's tax
opinion.
Unaudited Pro Forma Condensed Combined Financial Information, page 180

 FirstName LastNamePaul W. Hobby
 Comapany NameGenesis Park Acquisition Corp.
 June 9, 2021 Page 4
 FirstName LastName
Paul W. Hobby
Genesis Park Acquisition Corp.
June 9, 2021
Page 4
16.We note that you acquired Oakman Aerospace, Inc. ("Oakman") on January 15, 2021 for
approximately $15.2 million and that the acquisition was below the 20% significance
threshold.  Please provide us with the significance test calculations supporting your
conclusion that Oakman financial statements are not required to be presented.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 190
17.We note from pro forma adjustment (d) that you have reclassified the GPAC public
warrants from liability to equity and that the accounting treatment of the remaining
warrants are being evaluated to assess if they qualify for equity or liability classification.
Citing authoritative GAAP guidance, where applicable, please tell us why your public
warrants will qualify for equity classification.  Also provide us with an updated
assessment regarding classification of the remaining warrants.  In doing so, tell us the
specific information you are waiting upon to finalize your conclusion.
18.We note that pro forma adjustment (m) includes interest expense that would have been
incurred to finance the MIS, Roccor and DPSS acquisitions.  Please confirm that all debt
related to this adjustment is reflected on your pro forma balance sheet.  Also disclose how
the pro forma interest rates were determined and if the actual rates may vary.
Information About Redwire, page 217
19.Please discuss the sources and availability of raw materials and the names of principal
suppliers.  Please refer to Item 101(h)(4)(v) of Regulation S-K.  We note the last risk
factor on page 45.
Redwire's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Indicators and Backlog, page 241
20.We note your discussions and computations of the book-to-bill ratio and backlog.  Please
revise your disclosures to clearly define contracts awarded, organic contract value and
revenue, and acquisition-related contract value and revenue.  In doing so, clarify the
distinction between "contracts awarded" in the book-to-bill ratio to the additions of
"organic contract value" in backlog.  Also disclose any limitations on the contracts
awarded amounts, such as any pertinent termination clauses or contingencies, that may
ultimately impact the realizations of such amounts as revenues.  See SEC Release Nos.
33-10751.

 FirstName LastNamePaul W. Hobby
 Comapany NameGenesis Park Acquisition Corp.
 June 9, 2021 Page 5
 FirstName LastName
Paul W. Hobby
Genesis Park Acquisition Corp.
June 9, 2021
Page 5
Audited Consolidated Financial Statements of Cosmos Intermediate, LLC
Notes to Consolidated Financial Statements
Note B - Summary of Significant Accounting Policies
Basis of Presentation, page F-31
21.Please provide us with a complete analysis of how you determined In Space Group
("MIS") was your predecessor.  In doing so, provide an assessment of why none of the
other combined entities represented a predecessor or co-predecessor.
22.We note that you acquired MIS, the predecessor, on June 22, 2020 and that the February
10, 2020 start of the successor period precedes the June 21, 2020 end of the predecessor
period.  Citing authoritative guidance, if applicable, explain to us why you present
overlapping predecessor and successor periods.
Note Q - Equity-Based Compensation, page F-61
23.We note your disclosure on page F-65 that there was approximately $1.9 million of
unrecognized compensation costs related to Class P incentive units as of December 31,
2020.  You disclose on page 251 that the amount of unrecognized compensation costs
related to such units was approximately $28 million as of March 24, 2021.  Please tell us
and disclose the reason for the significant difference in unrecognized compensation cost
between these dates.
            You may contact  Melissa Gilmore, Staff Accountant, at (202) 551-3777 or Andrew
Blume, Acting Accounting Branch Chief, at (202) 551-3254 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sergio Chinos, Staff
Attorney, at (202) 551-7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Olivarez

CORRESP
1
filename1.htm

CORRESP

 November 23, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Erin Martin

Re:
 Genesis Park Acquisition Corp.

Registration Statement on Form S-1

Filed September 25, 2020, as amended

File No. 333-249066

Dear Sir or Madam:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Genesis Park Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective on November 23, 2020 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

 Pursuant to
Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 150 copies of the Preliminary Prospectus dated November 20, 2020 are expected to be distributed to prospective underwriters and dealers,
institutional investors, retail investors and others.

 The undersigned advises that it has complied and will continue to comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

JEFFERIES LLC

as Representative of the Several Underwriters

By:

 /S/ TINA PAPPAS

Name:

Tina Pappas

Title:

Managing Director

CORRESP
1
filename1.htm

CORRESP

 GENESIS PARK ACQUISITION CORP.

2000 Edwards St., Suite B

 Houston,
TX 77007

 November 23, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Erin Martin

Re:
 Genesis Park Acquisition Corp.

Registration Statement on Form S-1

File No. 333-249066

Ladies and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Genesis Park Acquisition Corp. (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to November 23, 2020 at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter. Under separate cover, you
will receive today a letter from the managing underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.

Please confirm that the Registration Statement has been declared effective by telephoning Sean Ewen of Willkie Farr & Gallagher LLP
at (212) 728-8867. Comments with respect to this request or the Registration Statement may be directed to Mr. Ewen by telephone or facsimile at (212) 728-9867.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Sincerely,

GENESIS PARK ACQUISITION CORP.

By:

 /s/ Paul W. Hobby

Name:

Paul W. Hobby

Title:

Chief Executive Officer

cc:

Sean Ewen

United States securities and exchange commission logo
November 16, 2020
David Bilger
Executive Vice President
Genesis Park Acquisition Corp.
2000 Edwards Street, Suite B
Houston, TX 77007
Re:Genesis Park Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 12, 2020
File No. 333-249066
Dear Mr. Bilger:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 2 to Form S-1 filed November 12, 2020
General
1.We note that Section 9.3 of the warrant agreement filed as Exhibit 4.4 includes an
applicable law provision limiting where claims may be brought (e.g., the courts of the
State of New York or the United States District Court for the Southern District of New
York).  Please clarify if this provision is applicable to investors in this offering and, if so,
whether it applies to claims made under the federal securities laws.  If the provision is
applicable to investors in this offering, please also revise your prospectus to discuss the
provision, including a description of any risks or other impacts on investors and whether
there is uncertainty as to its enforceability.

 FirstName LastNameDavid Bilger
 Comapany NameGenesis Park Acquisition Corp.
 November 16, 2020 Page 2
 FirstName LastName
David Bilger
Genesis Park Acquisition Corp.
November 16, 2020
Page 2
            You may contact Jorge Bonilla at (202) 551-3414 or Robert Telewicz at (202) 551-
3438  if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin E. Martin at (202) 551-3391 or Pam Long at (202) 551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Angela Olivarez

CORRESP
1
filename1.htm

CORRESP

 Genesis Park Acquisition Corp.

2000 Edwards Street, Suite B

Houston, Texas 77007

November 17, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street

 Washington, D.C. 20549-7010

 Attn:

Jorge Bonilla

Robert Telewicz

Erin E. Martin

Pam Long

Re:

Genesis Park Acquisition Corp.

 Amendment No. 2 to Registration Statement on Form S-1

Filed November 12, 2020

File No. 333-249066

 Ladies and Gentlemen:

This letter sets forth the response of Genesis Park Acquisition Corp. (the “Company”) to the comment of the staff of the
Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated November 16, 2020, with respect to the Company’s Amendment
No. 2 to Registration Statement on Form S-1 filed on November 12, 2020 (the “Registration Statement”).

The text of the Staff’s comment has been included in this letter for your convenience.

The Company is concurrently filing Amendment No. 3 to its Registration Statement (the “Amendment”) with this letter,
which addresses the Staff’s comment and also includes the following key changes (i) down-sizing the offering from 20,000,000 units to 15,000,000 units, (ii) shortening the time period for
completing our initial business combination from 24 months to 18 months and (iii) increasing the amount of the private placement warrants purchased by our sponsor and Jefferies from 6,000,000 to 7,250,000, resulting in an increase in the
proceeds that will be placed in our trust account (from $10.00 to $10.15 per unit). We have re-filed the form of warrant agreement in Exhibit 4.4 to address the Staff’s comment below and to reflect the
changes to the numbers reflected in the revised Registration Statement and have also re-filed Exhibits 1.1, 3.2, 5.1, 5.2, 10.1, 10.3, 10.4, 10.6 and 10.7, solely to reflect the changes to the numbers
reflected in the revised Registration Statement.

 Amendment No. 2 to Registration Statement on Form
S-1 filed November 12, 2020

 General

1.
 Comment: We note that Section 9.3 of the warrant agreement filed as Exhibit 4.4
includes an applicable law provision limiting where claims may be brought (e.g., the courts of the

 Securities and Exchange Commission

November 17, 2020

 Page 2

State of New York or the United States District Court for the Southern District of New York). Please clarify if this provision is applicable to investors in this offering and, if so, whether it applies to
claims made under the federal securities laws. If the provision is applicable to investors in this offering, please also revise your prospectus to discuss the provision, including a description of any risks or other impacts on investors and whether
there is uncertainty as to its enforceability.

 Response: We have revised Section 9.3 of the form of
warrant agreement to clearly state that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which federal district courts
of the United States of America are the sole and exclusive forum, and we have re-filed the form of warrant agreement as Exhibit 4.4. We have also revised pages 64-65 and
151 of the Registration Statement to clarify that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which federal
district courts of the United States of America are the sole and exclusive forum, and to add related risk factor disclosure.

 If you have
any questions related to this letter, please do not hesitate to contact William Gump at (212) 728-8285 or Angela Olivarez at (713) 510-1710 of Willkie Farr &
Gallagher LLP.

 Sincerely,

 /s/ David Bilger

David Bilger

Executive Vice President

 Via E-mail:

 cc:

 William H. Gump

 Gregory A. Astrachan

 Angela Olivarez

 Willkie Farr & Gallagher LLP

 Elliott M. Smith

 White & Case LLP

CORRESP
1
filename1.htm

CORRESP

 Genesis Park Acquisition Corp.

2000 Edwards Street, Suite B

Houston, Texas 77007

October 6, 2020

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, NE

 Washington, D.C. 20549

Attn:
 Jorge Bonilla

 Robert Telewicz

 Erin E. Martin

 Pam Long

Re:
 Genesis Park Acquisition Corp.

 Registration Statement on Form S-1

 Filed September 25, 2020

 File No. 333-249066

Ladies and Gentlemen:

 This letter sets forth
the response of Genesis Park Acquisition Corp. (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) set forth in your letter dated October 2, 2020, with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed
on September 25, 2020.

 The text of the Staff’s comment has been included in this letter for your convenience.

The Company is concurrently filing Amendment No. 1 to its Registration Statement (the “Amendment”) with this letter,
which addresses the Staff’s comment and updates or clarifies certain other information in the Registration Statement.

 Registration Statement on
Form S-1 filed September 25, 2020

 Exhibit 23.1 Consent of Independent Registered Public Accounting
Firm, page II-4

1.
 Comment: We note that the consent refers to the audit report dated August 5, 2020
which is inconsistent with the September 25, 2020 date of the audit report on page F-2. Please revise to correct this discrepancy.

Response: The Company acknowledges the Staff’s comment and has attached hereto a copy of the corrected consent that refers to the
September 25, 2020 date of the audit report included on page F-2 of the Registration Statement filed on September 25, 2020. Additionally, the consent filed as Exhibit 23.1 to the Amendment refers to
the audit report dated September 25, 2020, which is consistent with the September 25, 2020 date of the audit report on page F-2 of the Amendment.

 Securities and Exchange Commission

October 6, 2020

 Page 2

If you have any questions related to this letter, please do not hesitate to contact William Gump at (212)
728-8285 or Angela Olivarez at (713) 510-1710 of Willkie Farr & Gallagher LLP.

Sincerely,

/s/ David
Bilger

 David Bilger

Executive Vice President

 Via E-mail:

cc:
 William H. Gump

 Gregory A. Astrachan

 Angela Olivarez

 Willkie Farr & Gallagher LLP

 Joel L. Rubinstein

 Elliott M. Smith

 White & Case LLP

 - 2 -

United States securities and exchange commission logo
October 2, 2020
David Bilger
Executive Vice President
Genesis Park Acquisition Corp.
2000 Edwards Street, Suite B
Houston, TX 77007
Re:Genesis Park Acquisition Corp.
Registration Statement on Form S-1
Filed September 25, 2020
File No. 333-249066
Dear Mr. Bilger:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-1 filed September 25, 2020
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm, page II-4
1.We note that the consent refers to the audit report dated August 5, 2020 which is
inconsistent with the September 25, 2020 date of the audit report on page F-2.  Please
revise to correct this discrepancy.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameDavid Bilger
 Comapany NameGenesis Park Acquisition Corp.
 October 2, 2020 Page 2
 FirstName LastName
David Bilger
Genesis Park Acquisition Corp.
October 2, 2020
Page 2
            You may contact Jorge Bonilla at (202) 551-3414 or Robert Telewicz at (202) 551-
3438 if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin E. Martin at (202) 551-3391 or Pam Long at (202) 551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Angela Olivarez