York Space Systems Announces Merger Agreement with Orbion Space Technology

Key Points:

• York Space Systems Inc. (NYSE: YSS) has entered into a definitive Agreement and Plan of Merger with Orbion Merger Sub, Inc. and Orbion Space Technology, Inc. on March 6, 2026.
• The consideration for the merger includes the issuance of York Space Systems’ common stock (“Stock Consideration”), which will be subject to transfer restrictions under the Merger Agreement.
• The shares issued as consideration have not been registered under the Securities Act of 1933 and are being issued under an exemption for transactions not involving a public offering (Section 4(a)(2)).

Details of the Transaction

On March 6, 2026, York Space Systems Inc., a Delaware corporation, announced it has entered into a binding merger agreement with Orbion Merger Sub, Inc. (also a Delaware corporation) and Orbion Space Technology, Inc. Under the terms of the agreement, Orbion Space Technology will merge with and into Orbion Merger Sub, with Orbion Space Technology surviving as a wholly owned subsidiary of York Space Systems.

The consideration for the merger will be in the form of York Space Systems’ common stock (“Stock Consideration”). Importantly, these shares are subject to restrictions on transfer as described in the Merger Agreement, which may include lock-up provisions or other limitations on when and how these shares can be sold or transferred by the recipients.

York Space Systems has relied on Section 4(a)(2) of the Securities Act of 1933 to issue these shares without registration, as the transaction does not involve a public offering. This means that the shares will not be immediately freely tradable on the market.

Important Information for Shareholders

• This merger is a significant strategic move for York Space Systems and has the potential to materially affect the company’s growth prospects and share value.
• The issuance of additional common stock as consideration may have a dilutive effect on existing shareholders, depending on the number of shares issued and any subsequent registration and resale of those shares.
• The transaction is subject to standard closing conditions, and the transfer restrictions placed on the Stock Consideration may impact the liquidity of the shares issued to Orbion stakeholders.
• No written communications, soliciting material, or pre-commencement tender offers are associated with this filing, indicating that the company is following standard SEC procedures for such transactions, and no special shareholder approvals or votes are announced at this stage.
• York Space Systems is classified as an Emerging Growth Company under SEC rules, which may allow it to take advantage of certain reduced reporting and regulatory requirements.

Potential Share Price Impact

• The merger with Orbion Space Technology positions York Space Systems for expanded capabilities, potential synergies, and future growth in the space and satellite technology sector.
• The details regarding integration, anticipated cost savings, or strategic benefits were not disclosed in this filing but can be expected to be released as the transaction progresses.
• The issuance of new shares as part of the consideration may lead to short-term dilution, but the long-term value will depend on the successful integration and performance of the combined business.

Other Information

• York Space Systems is incorporated in Delaware and headquartered at 6060 S Willow Drive, Greenwood Village, Colorado 80111.
• The company’s trading symbol is YSS and its common stock is listed on the New York Stock Exchange (NYSE).
• This report was signed and authorized by Monica Palko, Chief Legal and Administrative Officer, on March 9, 2026.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should exercise their own judgment and consult with financial advisors before making investment decisions. The information provided is based on public SEC filings as of the date of this report and may be subject to change.

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