Yellowstone Midco Holdings II, LLC 8-K

What Happened

• York Space Systems Inc. (f/k/a Yellowstone Midco Holdings II, LLC) filed an 8-K reporting that it priced its initial public offering at $34.00 per share on January 28, 2026 and closed the offering on January 30, 2026. The company agreed to sell 18,500,000 shares at the IPO price, and granted the underwriters a 30-day option to purchase up to an additional 2,775,000 shares. The company entered into an underwriting agreement with Goldman Sachs, Jefferies and Wells Fargo as lead representatives.
• On January 28, 2026 the company converted from a Delaware limited liability company to a Delaware corporation, filed a certificate of incorporation and adopted bylaws, each effective the same day. Also on January 28, 2026, Dirk Wallinger, Kirk Konert, Tyler Letarte, Tamra Erwin, Reggie Brothers, Andrew Boyd and General (RET) James McConville were appointed to the board of directors.

Key Details

• IPO price: $34.00 per share; primary shares sold: 18,500,000; underwriter option: 2,775,000 shares (30 days).
• Offering closed and shares delivered: January 30, 2026. Registration statements (Form S-1 and Form S-1MEF) were declared effective January 28, 2026.
• Corporate reorganization: conversion to Delaware corporation; Certificate of Incorporation and Bylaws effective January 28, 2026.
• Material agreements filed or referenced: Underwriting Agreement; Tax Receivable Agreement; Registration Rights Agreement; Director Nomination Agreement; Voting/Indemnification agreements; Amended Consulting Agreement; 2026 Omnibus Incentive Plan.

Why It Matters

• The IPO pricing and share count determine the immediate public float and potential market capitalization; the underwriter option represents potential near-term additional dilution if exercised.
• Converting to a Delaware corporation and filing a certificate of incorporation and bylaws establishes the company’s public governance framework. New board appointments fill the company’s public-board structure described in the prospectus.
• The underwriting agreement and related filed agreements (e.g., registration rights, tax receivable agreement, director nomination) set out governance, shareholder obligations and post-IPO arrangements that can affect shareholder rights and corporate decision-making. Retail investors should review the prospectus and filed exhibits for full terms.