York Space Systems Targets IPO, Dominates DoD Space Contracts

Ticker: YSS · Form: S-1/A · Filed: Dec 15, 2025 · CIK: 2086587

Yellowstone Midco Holdings II, LLC S-1/A Filing Summary
FieldDetail
CompanyYellowstone Midco Holdings II, LLC (YSS)
Form TypeS-1/A
Filed DateDec 15, 2025
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$320 billion, $600 billion, $280 billion, $642 million, $140 billion
Sentimentbullish

Sentiment: bullish

Topics: Space Industry, Defense Contractor, IPO, Satellite Technology, Government Contracts, Emerging Growth Company, Controlled Company

Related Tickers: LMT, BA, NOC, RKLB, SPCE

TL;DR

**York Space Systems is a clear buy for defense tech exposure, but watch out for AE Industrial Partners' control post-IPO.**

AI Summary

Yellowstone Midco Holdings II, LLC, soon to be York Space Systems, Inc. (YSS), is preparing for its initial public offering, aiming to list on the NYSE. The company, a leading U.S.-based space and defense prime, specializes in mission-critical solutions for national security, government, and commercial customers. YSS is the number one provider to the U.S. Department of Defense's Proliferated Warfighter Space Architecture (PWSA) by spacecraft in-orbit, contracts, and contract types as of September 2025. YSS produces satellites at approximately half the cost of competitors and has a backlog of approximately $642 million and 107 spacecraft as of September 30, 2025. The company boasts 74 missions flown, 17 products with flight heritage, and over four million on-orbit hours. YSS has achieved an 83% win rate on PWSA contracts bid and captured 14% of the PWSA contract value awarded. Investment funds managed by AE Industrial Partners, LP will control over 50% of voting power post-IPO, making YSS a 'controlled company'.

Why It Matters

This S-1/A filing signals York Space Systems' intent to go public, offering investors a direct entry into a rapidly growing segment of the defense and space industry. Its 'controlled company' status under AE Industrial Partners means strategic decisions will heavily favor the private equity firm, potentially impacting minority shareholders. YSS's competitive edge in cost, speed, and capabilities, particularly its 83% win rate on PWSA contracts and first-to-market Link-16 connectivity, positions it strongly against traditional primes like Lockheed Martin or Boeing in the evolving national security space market. This IPO could accelerate the shift towards agile, cost-effective space solutions, influencing procurement strategies across the defense sector.

Risk Assessment

Risk Level: medium — The filing indicates a 'controlled company' structure where AE Industrial Partners, LP will hold approximately % of outstanding common stock and control over 50% of total voting power, posing a risk of conflicting interests with public shareholders. Additionally, the company's reliance on U.S. government contracts, specifically the DoD's PWSA program where it has an 83% win rate, exposes it to significant budgetary and political risks.

Analyst Insight

Investors should closely monitor the final IPO price range and the specific percentage of control retained by AE Industrial Partners. Given the strong backlog of $642 million and demonstrated competitive advantages in the defense space sector, consider an allocation for long-term growth, but be aware of potential governance limitations due to the 'controlled company' status.

Key Numbers

  • $642 million — Backlog (As of September 30, 2025, indicating strong future revenue potential.)
  • 107 — Spacecraft in backlog (As of September 30, 2025, demonstrating production demand.)
  • 83% — PWSA contract win rate (Measured in satellites awarded versus available, highlighting competitive strength.)
  • 14% — PWSA contract value captured (Illustrates significant market share within the DoD program.)
  • 74 — Missions flown (Demonstrates extensive operational experience and reliability.)
  • 4 million — On-orbit hours logged (Signifies proven space heritage and system durability.)
  • 60,000 — Square feet of Potomac facility (Opened August 2023, quadrupling production capability.)
  • 1,000+ — Satellites manufactured annually (Projected capacity at the Potomac facility, supporting high-volume delivery.)
  • $320 billion — Projected growth in global satellite market (From 2023 to 2032, reaching over $600 billion, indicating significant industry expansion.)
  • 5-6 years — Expected replacement cycle for space vehicles (Driving recurring revenue from operational support and upgrades.)

Key Players & Entities

  • Yellowstone Midco Holdings II, LLC (company) — Registrant prior to conversion
  • York Space Systems, Inc. (company) — Registrant after corporate conversion
  • Dirk Wallinger (person) — Chief Executive Officer and Founder of York Space Systems
  • AE Industrial Partners, LP (company) — Investment funds manager controlling York Space Systems post-IPO
  • U.S. Department of Defense (regulator) — Primary customer for York Space Systems' PWSA contracts
  • Goldman Sachs & Co. LLC (company) — Underwriter for the IPO
  • Jefferies (company) — Underwriter for the IPO
  • Wells Fargo Securities (company) — Underwriter for the IPO
  • Emergent Space Technologies (company) — Acquired by York Space Systems in 2023
  • ATLAS Space Operations (company) — Acquired by York Space Systems, adding 45 ground antennas

FAQ

What is York Space Systems' primary business model?

York Space Systems operates as a vertically integrated space and defense prime, providing design, production, integration, and operation of spacecraft with turnkey offerings. They monetize the entire space vertical from launch to mission operations, including spacecraft, payloads, edge computing, and data transfer.

Who controls York Space Systems after the IPO?

After the IPO, investment funds managed by AE Industrial Partners, LP will hold approximately % of York Space Systems' outstanding common stock and control more than 50% of the total voting power, making it a 'controlled company' under NYSE rules.

What is the significance of York Space Systems' Link-16 connectivity demonstration?

York Space Systems is the first and only company to demonstrate Link-16 connectivity from space, a critical milestone for advancing the DoD's national security missile defense strategy. This capability, along with LEO-to-LEO and Space-to-Ground laser links, is deemed crucial for winning Golden Dome contracts.

How does York Space Systems differentiate itself from competitors?

York Space Systems differentiates itself by offering proprietary hardware and software capabilities, producing satellites at approximately half the cost of competitors, and achieving faster deployment. They also boast an 83% win rate on PWSA contracts and are the number one provider to the DoD's PWSA by spacecraft in-orbit.

What are the key financial figures mentioned in the S-1/A for York Space Systems?

As of September 30, 2025, York Space Systems has a backlog of approximately $642 million and 107 spacecraft. The global satellite market is projected to grow by approximately $320 billion to over $600 billion from 2023 to 2032, indicating a strong market outlook for YSS.

What are the main risks for investors in York Space Systems?

Key risks include the 'controlled company' status, where AE Industrial Partners' interests may conflict with public shareholders. Additionally, significant reliance on U.S. government contracts, particularly the DoD's PWSA program, exposes the company to risks related to government spending, policy changes, and contract termination.

What are York Space Systems' production capabilities?

Following the opening of its 60,000 square foot Potomac facility in August 2023, York Space Systems has quadrupled its production capability and believes it can manufacture and test over 1,000 satellites annually, supporting rapid, high-volume spacecraft delivery.

What is the 'Corporate Conversion' mentioned in the filing?

The 'Corporate Conversion' refers to Yellowstone Midco Holdings II, LLC converting into a Delaware corporation named York Space Systems, Inc. prior to the closing of the initial public offering. Shares of common stock of York Space Systems, Inc. will be offered in the IPO.

How does York Space Systems generate recurring revenue?

York Space Systems generates recurring revenue through ongoing satellite-based software and services, downlink antenna usage, and proprietary software solutions, including on-spacecraft upgrades. The expected replacement cycle for space vehicles of approximately five to six years also contributes to recurring revenue.

What are the different spacecraft platforms offered by York Space Systems?

York Space Systems offers the S-CLASS, LX-CLASS, and M-CLASS spacecraft platforms. These platforms are designed for versatility, with the LX-CLASS sharing over 90% of its technology with the S-CLASS, and the M-CLASS sharing approximately 75% of hardware and 95% of software with the S-CLASS and LX-CLASS, maximizing commonality and reducing costs.

Filing Stats: 4,296 words · 17 min read · ~14 pages · Grade level 16 · Accepted 2025-12-15 09:20:20

Key Financial Figures

  • $320 billion — rket projected to grow by approximately $320 billion to over $600 billion from 2023 to 2032
  • $600 billion — w by approximately $320 billion to over $600 billion from 2023 to 2032 at approximately an 8
  • $280 billion — th Rate ("CAGR"), up from approximately $280 billion in 2022 according to Allied Market Rese
  • $642 million — le growing our backlog to approximately $642 million and 107 spacecraft as of September 30,
  • $140 billion — ility to capture share of our estimated $140 billion Total Addressable Market ("TAM"). Our

Filing Documents

RISK FACTORS

RISK FACTORS 26 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 79 MARKET AND INDUSTRY DATA 81

USE OF PROCEEDS

USE OF PROCEEDS 82 DIVIDEND POLICY 83 CAPITALIZATION 84

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 89

BUSINESS

BUSINESS 113 MANAGEMENT 132

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 138 PRINCIPAL STOCKHOLDERS 145 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 147 CORPORATE CONVERSION 153 DESCRIPTION OF CERTAIN INDEBTEDNESS 154

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 156 SHARES ELIGIBLE FOR FUTURE SALE 161 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 164

UNDERWRITING

UNDERWRITING 169 LEGAL MATTERS 178 EXPERTS 179 WHERE YOU CAN FIND ADDITIONAL INFORMATION 180 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We are offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes 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, this offering of our common stock and the distribution of this prospectus outside the United States. Through and including , 2026 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. Table of Contents TRADEMA

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