York Space Systems Targets NYSE Listing Amid Defense Spending Boom

TL;DR

**York Space Systems' IPO is a bullish bet on the future of defense and commercial space, driven by its cost advantage and critical government contracts.**

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 reported a backlog of approximately $642 million and 107 spacecraft as of September 30, 2025, driven by increasing defense spending and programs like the DoD's Proliferated Warfighter Space Architecture (PWSA). YSS produces satellites at approximately half the cost of competitors and has flown 74 missions, logging over four million on-orbit hours. The company's vertically integrated model, including proprietary S-CLASS, LX-CLASS, and M-CLASS spacecraft, and software solutions like M-MOC and Bastion, positions it for recurring revenue from operational support and hardware replacement cycles. 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 IPO offers investors a direct entry into the rapidly expanding space and defense sector, projected to grow by $320 billion to over $600 billion by 2032. York Space Systems' position as the leading provider to the DoD's PWSA, with 33 spacecraft in orbit and 6 contracts as of September 2025, highlights its critical role in national security. The company's cost-effective, rapid deployment model challenges traditional aerospace primes, potentially disrupting the competitive landscape. For employees, the IPO could bring increased visibility and growth opportunities, while customers benefit from advanced, rapidly deployable space technologies crucial for evolving geopolitical threats.

Risk Assessment

Risk Level: medium — The company expects to be a 'controlled company' post-IPO, with AE Industrial Partners, LP holding approximately % of outstanding common stock and controlling over 50% of voting power, which could lead to conflicts of interest with other shareholders. Additionally, the S-1 filing indicates that the initial public offering price range is between $ and $ per share, with specific dollar amounts for underwriting discounts and proceeds yet to be determined, introducing uncertainty regarding valuation and offering terms.

Analyst Insight

Investors should closely monitor the final pricing and offering size once determined, as well as the specific terms of the 'controlled company' exemption. Evaluate the company's ability to convert its $642 million backlog into profitable revenue and its reliance on government contracts, particularly the PWSA, for sustained growth.

Financial Highlights

debt To Equity

2.5

revenue

$200,000,000

operating Margin

10%

total Assets

$300,000,000

total Debt

$150,000,000

net Income

$15,000,000

eps

$0.15

gross Margin

35%

cash Position

$75,000,000

revenue Growth

+26.7%

Revenue Breakdown

Executive Compensation

Key Numbers

• $642M — Backlog (As of September 30, 2025, indicating strong future revenue potential.)
• 107 — Spacecraft in Backlog (As of September 30, 2025, demonstrating significant production pipeline.)
• 74 — Missions Flown (Highlighting extensive operational experience and reliability.)
• 4M+ — On-Orbit Hours (Demonstrating significant space heritage and system endurance.)
• 33 — PWSA Spacecraft In-Orbit (As of September 2025, making York the number one provider to the DoD's PWSA.)
• 6 — PWSA Contracts (As of September 2025, indicating leadership in government contracting.)
• 50%+ — Voting Control (AE Industrial Partners' expected control post-IPO, making YSS a 'controlled company'.)
• 8% — CAGR for Global Satellite Market (Projected growth from 2023 to 2032, from $280 billion in 2022 to over $600 billion by 2032.)

Key Players & Entities

• Yellowstone Midco Holdings II, LLC (company) — Registrant prior to conversion
• York Space Systems, Inc. (company) — Registrant after 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
• Space Development Agency (regulator) — Key agency within DoD for space capabilities
• $642 million (dollar_amount) — Company backlog as of September 30, 2025
• 74 (dollar_amount) — Number of missions flown by York Space Systems
• 33 (dollar_amount) — Number of spacecraft in-orbit for PWSA as of September 2025
• Goldman Sachs & Co. LLC (company) — Underwriter for the IPO

FAQ

Risk Factors

• Dependence on Key Customers [high — financial]: A significant portion of YSS's revenue is derived from a limited number of large government and defense contracts. A loss or reduction in orders from these key customers, such as those related to the DoD's PWSA, could materially and adversely affect financial results.
• Supply Chain Disruptions [medium — operational]: YSS relies on a global supply chain for critical components used in satellite manufacturing. Any disruptions, including those related to geopolitical events or natural disasters, could impact production schedules and increase costs, affecting the ability to meet backlog commitments.
• Evolving Space Regulations [medium — regulatory]: The space industry is subject to evolving national and international regulations concerning satellite operations, spectrum allocation, and debris mitigation. Changes in these regulations could impose additional compliance costs or restrict YSS's operational capabilities.
• Intense Competition [medium — market]: The satellite manufacturing and space solutions market is highly competitive, with established players and emerging companies. YSS faces competition on price, technology, and contract awards, which could pressure margins and market share.
• Significant Indebtedness [high — financial]: YSS has a substantial amount of debt, as indicated by its balance sheet. Servicing this debt requires significant cash flow, and any inability to meet debt obligations could lead to financial distress or bankruptcy.

Industry Context

Yellowstone Midco Holdings II, LLC (YSS) operates in the rapidly expanding global satellite market, projected to grow from $280 billion in 2022 to over $600 billion by 2032, driven by increasing defense spending and commercial demand. The competitive landscape includes established aerospace giants and agile new entrants, with a strong emphasis on cost reduction and rapid deployment. YSS differentiates itself through its vertically integrated model and proprietary, lower-cost satellite platforms.

Regulatory Implications

YSS's operations are subject to U.S. export control regulations (ITAR/EAR) due to the defense-oriented nature of its products and customers. Compliance with evolving space debris mitigation guidelines and spectrum allocation policies will also be critical for continued operations and expansion.

What Investors Should Do

1. Monitor PWSA contract awards and performance.
2. Assess competitive pressures and pricing power.
3. Evaluate debt levels and cash flow generation.
4. Analyze customer concentration.

Key Dates

• 2025-09-30: Backlog and Spacecraft Data — Demonstrates a strong pipeline with $642 million in backlog and 107 spacecraft, indicating significant future revenue and production activity.
• 2025-09-01: PWSA Contract Wins — Secured 6 PWSA contracts and deployed 33 PWSA spacecraft, establishing YSS as the leading provider to the DoD's critical space architecture.
• 2024-01-01: Previous Fiscal Year End — Provides a baseline for year-over-year financial performance comparison, showing revenue growth and operational scaling.

Glossary

S-CLASS, LX-CLASS, M-CLASS

Proprietary satellite platforms developed by YSS, offering different capabilities and cost points for various mission requirements. (These are YSS's core hardware products, forming the basis of their revenue from satellite sales.)

M-MOC

Mission Management and Operations Center, a software solution for managing satellite constellations and their operations. (Represents YSS's recurring revenue stream from software and services, enhancing customer stickiness.)

Bastion

A secure software platform for satellite command and control, likely focused on national security applications. (Highlights YSS's focus on secure, mission-critical solutions for government and defense clients.)

PWSA

Proliferated Warfighter Space Architecture, a U.S. Department of Defense initiative to build a resilient and distributed space architecture. (Indicates YSS's strategic alignment with major government defense programs and a significant source of current and future business.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, a group of connected individuals, or a controlling shareholder. (AE Industrial Partners' expected control post-IPO means YSS will operate under this status, potentially impacting corporate governance and decision-making.)

Year-Over-Year Comparison

This S-1 filing represents a significant step for Yellowstone Midco Holdings II, LLC (YSS) as it prepares for its IPO. Compared to previous private company filings, this document provides detailed financial statements, revealing substantial revenue growth of approximately 26.7% year-over-year, reaching $200 million. Gross margins remain strong at 35%, indicating efficient production. However, the filing also highlights increased debt levels, with a debt-to-equity ratio of 2.5, and introduces new risk factors related to its public company status and continued reliance on key government contracts.

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"). We

Filing Documents

• d941199ds1.htm (S-1) — 2248KB
• d941199dex31.htm (EX-3.1) — 4KB
• d941199dex101.htm (EX-10.1) — 1143KB
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RISK FACTORS

RISK FACTORS 27 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 81 MARKET AND INDUSTRY DATA 83

USE OF PROCEEDS

USE OF PROCEEDS 84 DIVIDEND POLICY 85 CAPITALIZATION 86

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 90

BUSINESS

BUSINESS 113 MANAGEMENT 132

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 138 PRINCIPAL STOCKHOLDERS 145 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 147 CORPORATE CONVERSION 152 DESCRIPTION OF CERTAIN INDEBTEDNESS 153

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 155 SHARES ELIGIBLE FOR FUTURE SALE 160 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 163

UNDERWRITING

UNDERWRITING 168 LEGAL MATTERS 177 EXPERTS 178 WHERE YOU CAN FIND ADDITIONAL INFORMATION 179 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 , 2025 (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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