Karman Space and Defense Files S-1/A for Corporate Conversion

TL;DR

Karman Space & Defense converting to Karman Holdings Inc. - S-1/A filed Jan 24, 2025.

AI Summary

TCFIII Spaceco Holdings LLC, doing business as Karman Space and Defense, filed an S-1/A amendment on January 24, 2025. The company plans to convert into a corporation named Karman Holdings Inc. The filing is related to a registration statement under the Securities Act of 1933, with SEC file number 333-284382. Their principal executive offices are located at 5351 Argosy Avenue, Huntington Beach, CA 92649.

Why It Matters

This S-1/A filing indicates a significant step in Karman Space and Defense's corporate structure, potentially paving the way for future public offerings or strategic maneuvers.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with companies preparing for an IPO or other significant capital raises, which inherently carry market and execution risks.

Key Numbers

• 333-284382 — SEC File Number (Identifies this specific registration)

Key Players & Entities

• TCFIII Spaceco Holdings LLC (company) — Registrant
• Karman Space and Defense (company) — Doing business as name
• Karman Holdings Inc. (company) — Name after conversion
• January 24, 2025 (date) — Filing date
• 333-284382 (other) — SEC File Number
• 5351 Argosy Avenue, Huntington Beach, CA 92649 (location) — Principal executive offices
• Mike Willis (person) — Chief Financial Officer

FAQ

Key Financial Figures

• $0.001 — sion. Shares of common stock, par value $0.001 per share, of the Company are being off
• $280.7 million — r ended December 31, 2023, we generated $280.7 million in revenue, representing 24.0% year ove
• $4.4 million — dditionally, we generated net income of $4.4 million on a GAAP basis and $81.9 million of Ad
• $81.9 million — ome of $4.4 million on a GAAP basis and $81.9 million of Adjusted EBITDA in 2023, representin
• $254.0 million — ended September 30, 2024, we generated $254.0 million in revenue, representing a 24.7% growth
• $11.0 million — Furthermore, we generated net income of $11.0 million on a GAAP basis and $79.8 million of Ad
• $79.8 million — me of $11.0 million on a GAAP basis and $79.8 million of Adjusted EBITDA for the nine months

Filing Documents

• d882184ds1a.htm (S-1/A) — 2104KB
• d882184dex231.htm (EX-23.1) — 2KB
• d882184dex995.htm (EX-99.5) — 3KB
• d882184dex996.htm (EX-99.6) — 3KB
• g882184g01h71.jpg (GRAPHIC) — 348KB
• g882184g01h72.jpg (GRAPHIC) — 214KB
• g882184g01h73.jpg (GRAPHIC) — 176KB
• g882184g10m03.jpg (GRAPHIC) — 82KB
• g882184g10m11.jpg (GRAPHIC) — 189KB
• g882184g10m12.jpg (GRAPHIC) — 99KB
• g882184g22s80.jpg (GRAPHIC) — 30KB
• 0001193125-25-012223.txt ( ) — 3678KB

RISK FACTORS

RISK FACTORS 23 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 57

USE OF PROCEEDS

USE OF PROCEEDS 59 DIVIDEND POLICY 60 CORPORATE CONVERSION 61 CAPITALIZATION 62

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 66

BUSINESS

BUSINESS 87 MANAGEMENT 98

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 105 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 112 PRINCIPAL AND SELLING STOCKHOLDERS 115

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 117 SHARES ELIGIBLE FOR FUTURE SALE 125 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 127

UNDERWRITING

UNDERWRITING 132 LEGAL MATTERS 140 EXPERTS 140 WHERE YOU CAN FIND MORE INFORMATION 140 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 Through and including the 25th day after the date of this prospectus, all dealers that effect transactions in these shares of common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. None of the Company, the selling stockholders, or the underwriters have authorized anyone to provide you with different information. None of the Company, the selling stockholders, or the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of shares of our common stock. Our business, results of operations, prospects and financial condition may have changed since such date. For investors outside the United States: we are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. None of the Company, the selling stockholders, or the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the

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View this S-1/A filing on SEC EDGAR