Karman Space and Defense Files for IPO

TL;DR

Karman Space & Defense is going public via S-1 filing, aiming for IPO.

AI Summary

TCFIII Spaceco Holdings LLC, doing business as Karman Space and Defense, filed an S-1 registration statement on January 21, 2025, to become Karman Holdings Inc. The company, incorporated in Delaware with its principal executive offices at 5351 Argosy Ave, Huntington Beach, CA, operates in the aircraft parts and auxiliary equipment sector. This filing indicates their intent to go public.

Why It Matters

This S-1 filing signals Karman Space and Defense's intention to become a publicly traded company, potentially opening up new avenues for capital investment and growth in the aerospace sector.

Risk Assessment

Risk Level: medium — As a company in the aerospace sector preparing for an IPO, it faces market volatility, regulatory hurdles, and competition, warranting a medium risk assessment.

Key Numbers

• 333-284382 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0001193125-25-009584 — Accession Number (Unique identifier for this SEC filing.)
• 3728 — SIC Code (Classifies the company's industry as Aircraft Part & Auxiliary Equipment, NEC.)

Key Players & Entities

• TCFIII Spaceco Holdings LLC (company) — Registrant name
• Karman Space and Defense (company) — Doing business as name
• Karman Holdings Inc. (company) — Name after conversion
• Delaware (jurisdiction) — State of incorporation
• 5351 Argosy Avenue, Huntington Beach, CA 92649 (address) — Principal executive offices
• Mike Willis (person) — Chief Financial Officer
• Brandon McCoy, Esq. (person) — Counsel
• Sean M. Ewen, Esq. (person) — Counsel
• Hugh J. McLaugh (person) — Counsel

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

• d882184ds1.htm (S-1) — 2072KB
• d882184dex31.htm (EX-3.1) — 71KB
• d882184dex32.htm (EX-3.2) — 116KB
• d882184dex101.htm (EX-10.1) — 51KB
• d882184dex102.htm (EX-10.2) — 71KB
• d882184dex104.htm (EX-10.4) — 1041KB
• d882184dex105.htm (EX-10.5) — 90KB
• d882184dex107.htm (EX-10.7) — 81KB
• d882184dex211.htm (EX-21.1) — 3KB
• d882184dex231.htm (EX-23.1) — 2KB
• d882184dex991.htm (EX-99.1) — 3KB
• d882184dex992.htm (EX-99.2) — 3KB
• d882184dex993.htm (EX-99.3) — 3KB
• d882184dex994.htm (EX-99.4) — 3KB
• d882184dexfilingfees.htm (EX-FILING FEES) — 19KB
• 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
• 0001193125-25-009584.txt ( ) — 5194KB

RISK FACTORS

RISK FACTORS 22 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 56

USE OF PROCEEDS

USE OF PROCEEDS 58 DIVIDEND POLICY 59 CORPORATE CONVERSION 60 CAPITALIZATION 61

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 65

BUSINESS

BUSINESS 86 MANAGEMENT 97

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 103 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 110 PRINCIPAL AND SELLING STOCKHOLDERS 113

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 115 SHARES ELIGIBLE FOR FUTURE SALE 123 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 125

UNDERWRITING

UNDERWRITING 130 LEGAL MATTERS 137 EXPERTS 137 WHERE YOU CAN FIND MORE INFORMATION 137 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 filing on SEC EDGAR