Company Name: York Space Systems

Date of Prospectus: January 24, 2026

York Space Systems IPO: Strategic Growth, Defense Market Leadership, and Investor Opportunity

York Space Systems (“YSS”), a prominent U.S.-based space and defense prime, is launching its initial public offering in 2026, targeting investors eager to capitalize on the rapid expansion in satellite, defense, and commercial space solutions. With a robust offering size, leading underwriters, and strong sector tailwinds, the York Space Systems IPO presents a compelling opportunity for those seeking exposure to national security and advanced space technologies.

IPO Snapshot

Key IPO Details:

• Symbol: YSS (NYSE)
• Offer Price: \$32.00 per share (midpoint of estimated range)
• Shares Offered: 16,000,000
• Over-Allotment Option: 2,400,000 shares
• Post-IPO Shares Outstanding: 125,000,000 (127,400,000 if over-allotment exercised)
• Total Offer Size: \$473.6 million net proceeds (up to \$546.2 million if over-allotment exercised)

Dividend Policy: York Space Systems does not anticipate paying dividends for the foreseeable future. The focus remains on reinvestment for growth and operational expansion.

Placement Breakdown: Up to 5% of shares reserved for individuals associated with the company and AE Industrial Partners via a Directed Share Program. All other shares are offered to the public, with no material private placements or anchor allocations disclosed.

Investor Participation and Book Quality

Bookbuilding and Demand: At the company’s request, up to 5% of the offering is reserved for affiliated individuals, suggesting strong insider confidence. No explicit oversubscription rates or institutional tranche allocations are disclosed; however, the presence of top-tier underwriters and a diversified bookrunner syndicate (including Goldman Sachs, Jefferies, Wells Fargo, J.P. Morgan, Citigroup, Truist Securities, Baird, Raymond James, Canaccord Genuity, Needham & Company, and Academy Securities) points to robust institutional interest.

Pre-listing Disposals: No pre-listing sales by early shareholders are indicated.

First-Day Performance Assessment: The Directed Share Program and broad syndicate imply high-quality demand and potential for strong listing-day performance.

Deal Parties and Structure

• Joint Book-Runners: Goldman Sachs & Co. LLC, Jefferies, Wells Fargo Securities, J.P. Morgan, Citigroup, Truist Securities, Baird, Raymond James
• Co-Managers: Canaccord Genuity, Needham & Company, Academy Securities
• Stabilization/Greenshoe: 2,400,000 share over-allotment option exercisable within 30 days of prospectus date
• Listing Application: NYSE, under symbol YSS

Listing-Day Support: The breadth and quality of underwriters, coupled with stabilization mechanics, is likely to support price stability and liquidity on debut.

Company Overview

Business Model and Revenue Streams: York Space Systems designs, manufactures, and delivers satellite and defense solutions for U.S. government, national security, and commercial customers. The company is among the few with proprietary hardware and software, enabling vertically integrated, mission-critical offerings.

Key Products/Services:

• Proprietary satellite platforms and payloads
• Turnkey mission solutions for government and commercial applications
• Integrated hardware/software for national security and defense customers

Customer Segments: U.S. government agencies (including the Space Development Agency as its largest client), defense, national security, and commercial space customers.

Geographic Focus: Primarily U.S.-based, with government and commercial outreach.

Industry and Market Position

Sector: Space and defense, focused on satellite and mission systems.

Market Ranking: York Space Systems is described as a leading U.S.-based prime contractor, with significant competitive advantages from its proprietary technology and government relationships.

Competitive Strengths:

• Strong backlog and concentration with the Space Development Agency
• Deep integration with U.S. government contracts, including some classified engagements
• Ownership and control by AE Industrial Partners, supporting strategic direction and capital access

Financial Health Overview

Multi-Period Financial Summary:

Balance Sheet Highlights (as of September 30, 2025):

• Cash & Equivalents: \$22.5 million (pro forma: \$196.7 million; pro forma as adjusted after IPO: \$670.3 million)
• Total Assets: \$1.31 billion (pro forma: \$1.49 billion; pro forma as adjusted: \$1.96 billion)
• Total Liabilities: \$415.5 million (pro forma: \$357.6 million; pro forma as adjusted: \$354.8 million)
• Long-Term Debt (pro forma): \$148.7 million
• Working Capital (pro forma as adjusted): \$608.4 million

Adjusted EBITDA (Non-GAAP): For the nine months ended September 30, 2025, Adjusted EBITDA was \$(9.4) million, reflecting significant investment and one-time costs related to the IPO and recent M&A.

Management Team

Leadership:

• CEO: Dirk Wallinger
• Key Executives: Kevin Messerle (Chief Financial Officer), Devjyoti Rudra (Chief Operating Officer)

Experience and Incentives: The management team is incentivized via a substantial equity grant program (RSUs), with over \$21.7 million in IPO-linked RSUs allocated to key executives and employees, vesting over three years.

Trends, Timing, and Sector Environment

Sector Trends: The space and defense market is experiencing rapid growth, with increasing national security demand and commercial satellite applications. York’s position aligns it with rising government spending and technological advancement.

IPO Timing: The underwriters expect to deliver shares in New York on or about early 2026. No specific offer period or listing date is disclosed.

Economic Environment: The company notes a favorable market backdrop for national security, space, and defense technologies, driven by government funding priorities and evolving industry standards.

Recent Developments: York has completed the acquisition of ATLAS Space Operations and is actively exploring further M&A, including a potential \$120 million all-stock acquisition of a supplier, post-IPO.

Market Conditions: Given the strong underwriter syndicate, sector demand, and directed share allocation, market conditions appear favorable for this offering.

Prospectus Deep Dive: Risks and Opportunities

Key Risks:

• Customer Concentration: Significant reliance on the Space Development Agency for backlog and revenue
• Government/Regulatory Risk: Extensive and evolving regulations, classified contracts, and defense sector compliance
• Indebtedness: Substantial debt (\$148.7 million pro forma), with covenants on leverage and liquidity
• Market Volatility: Potential for steep or sudden declines in share price, absence of prior public market
• Integration Risk: M&A strategy may face execution and synergy challenges
• Share Dilution: Future acquisitions and stock-based compensation may dilute existing shareholders
• AE Industrial Partners Control: Post-IPO, AE Industrial Partners will remain the controlling shareholder, with potential conflicts of interest
• Lock-up Expiry Risks: Substantial shares may become available for sale after 180-day lock-up, impacting price

Quantified Exposures: Minimum revenue covenants ranging from \$245.6 million (March 2026) to \$758.5 million (Sept 2028) under credit agreements.

Growth Strategy

Expansion Plans:

• Organic Growth: Continued investment in inventory, R&D, and capital expenditures to scale manufacturing and mission delivery
• M&A Pipeline: Actively negotiating a \$120 million all-stock acquisition of a supplier, with additional targets under evaluation
• Technology Innovation: Ongoing development of proprietary hardware/software platforms
• Market Entry: Focus on expanding offerings for national security, defense, and commercial customers

Use of Proceeds: Net proceeds of \$473.6 million (up to \$546.2 million) will be dedicated to working capital, growth, inventory, capital expenditures, and opportunistic M&A.

Ownership and Lock-ups

• Major Shareholder: AE Industrial Partners remains the controlling shareholder post-IPO
• Lock-up Period: 180 days for company, officers, directors, and substantial shareholders (subject to certain exceptions and early release mechanisms for Class P unit holders)
• ESOP/RSU Pool: 12,500,000 shares reserved under the 2026 Stock Plan, with 679,125 shares allocated as IPO Grants

Valuation and Peer Comparison

Valuation Metrics: Offer price implies an as-adjusted net tangible book value per share of \$27.87, resulting in immediate dilution to new investors. The average price paid by existing investors (\$12.25) is substantially below the IPO price.

No peer company symbols, sector P/E, P/B, EV/EBITDA, or comparable IPOs are disclosed in this prospectus.

Research and Opinions

No analyst coverage, price targets, or institutional research opinions are provided in the prospectus.

IPO Allotment Result

No final subscription outcomes or tranche breakdowns are disclosed.

Listing Outlook

Subscription Recommendation: Based on the strong underwriter syndicate, substantial directed share allocation, robust capital structure post-IPO, and sector tailwinds, the York Space Systems IPO appears to be a high-quality offering with the potential for strong first-day trading performance. The expected trading range is likely to show a premium to the offer price, supported by institutional demand and stabilization mechanisms. However, investors should be aware of immediate dilution, customer concentration risk, and the absence of dividend payments, which may impact long-term returns.

Prospectus Access

For more information and to review the official prospectus, visit: www.sec.gov