Yellowstone Midco Holdings II, LLC

S-11 d941199ds1.htm S-1

As filed with the Securities and Exchange Commission on November 17, 2025.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

to be converted as described herein to a corporation named

York Space Systems, Inc.

(Exact name of registrant as specified in its charter)

1449 7th Street, Suite 425

Denver, CO 80204

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dirk Wallinger

Chief Executive Officer

1449 7th Street, Suite 425

Denver, CO 80204

**720-537-2655 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Yellowstone Midco Holdings II, LLC, the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Prior to the closing of this offering, Yellowstone Midco Holdings II, LLC will convert into a Delaware corporation pursuant to a statutory conversion and change its name to York Space Systems, Inc. as described in “Prospectus Summary—Organizational Structure.” Except as disclosed in the prospectus included in this registration statement, the consolidated financial statements and other financial information included in this registration statement are those of Yellowstone Midco Holdings II, LLC and its subsidiaries and do not give effect to the Corporate Conversion (as defined herein). See “Prospectus Summary—Organizational Structure” and “Capitalization.” Shares of common stock of York Space Systems, Inc. are being offered by the prospectus included in this registration statement.

This information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the securities and exchange commission is effective. This preliminary prospectus is not an offer to sell, and it is not soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated , 2025

** Shares**

This is the initial public offering of shares of common stock of York Space Systems, Inc. (the “Company” or “York Space Systems”). We are offering shares of common stock.

Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price for our common stock will be between $ and $ per share. We intend to apply to list our common stock on the New York Stock Exchange (“NYSE”), under the symbol “YSS.” However, no assurance can be given that our listing application will be approved. If our listing application is not approved by the NYSE, we will not be able to consummate this offering.

After giving effect to this offering, assuming an offering size as set forth above and an initial public offering price of $ (the midpoint of the estimated price range set forth above), investment funds managed by AE Industrial Partners, LP (“AE Industrial Partners”), will hold approximately % of our outstanding common stock (or approximately % of our outstanding common stock, if the underwriters’ option to purchase additional shares from us is exercised in full) and be party to voting arrangements granting control of more than 50% of the total voting power of our common stock with respect to the election of our directors. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—AE Industrial Partners controls us, and its interests may conflict with ours or yours in the future.” Accordingly, we expect to be a “controlled company” as defined in the corporate governance rules of the NYSE and will be exempt from certain corporate governance requirements of such rules. As a result, AE Industrial Partners will have significant power to control our affairs and policies and influence the outcome of matters that require stockholder approval, including with respect to the election of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. See “Management—Controlled Company Exemption.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to comply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 27 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option to purchase up to additional shares of our common stock at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about , 2025.

Prospectus dated , 2025.