SecProbe.io

December 8, 2025
Dirk Wallinger
Chief Executive Officer
Yellowstone Midco Holdings II, LLC
1449 7th Street, Suite 425
Denver, CO 80204
Re:Yellowstone Midco Holdings II, LLC
Registration Statement on Form S-1
Filed on November 17, 2025
File No. 333-291581
Dear Dirk Wallinger:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-1 filed November 17, 2025
Prospectus Summary, page 1
1.We note the length of your prospectus summary and that it is nearly identical to the
disclosure in the Business section, including headings and graphics. The summary
should not, and is not required to repeat the detailed information in the prospectus.
 Please revise to limit your summary section to only the most significant aspects of the
offering.  In addition, most of your disclosure in the summary is devoted to favorable
aspects of your business, strategies and opportunities, while you include only a bullet
point list of risks you face. The summary should be an objective, balanced
presentation of your business, strategies and risks. Please revise accordingly.

December 8, 2025
Page 2
Organizational Structure, page 21
2.Please clarify your current and post-transaction ownership structure.  We note, for
example, you are currently and in the future expect to be controlled by AE Industrial
Partners, but that you refer to Yellowstone Ultimate Holdings is the parent company
and pre-IPO owner.
Summary Consolidated Financial Data, page 24
3.Please tell us whether you plan to update the historical financial statements to
December 31, 2025 prior to requesting effectiveness. If not, it appears that revisions
may be appropriate throughout the forepart of your filing, including but not limited to
your Summary Consolidated Financial Data, to clarify that the historical financial data
presented is that of Yellowstone Midco Holdings, LLC, to explain why you have not
separately presented the historical financial data of the registrant, and to clarify that
you have given effect to the October 3, 2025 merger between the registrant and
Yellowstone Midco Holdings, LLC in any pro forma or as adjusted financial data
presented.
4.We note that several events occurred after the latest balance sheet date or are probable
of occurring in connection with your offering, including your acquisition of
Yellowstone Midco Holdings, LLC and the conversion of Class P Units and Incentive
Units. Please tell us how you considered presenting pro forma financial information,
either here or in another appropriate location in your filing. It appears that, at a
minimum, pro forma earnings per share would differ from historical earnings per
share, and other financial data may be impacted as well. See Rule 11-01(a)(8) of
Regulation S-X.
Capitalization, page 86
5.Please revise the actual column of your Capitalization table to include the Related
Party long-term debt recognized on your balance sheet as of September 30, 2025, or
explain to us why you do not believe such presentation is required. Also, please revise
your disclosure in footnote (1) to provide more detail of the terms and maturity of the
new Credit Agreement transaction that occurred in November 2025.
6.We note that the "As Adjusted" column in the Capitalization table gives effect to the
conversion of the Class P Units into shares of common stock. In light of the fact that
the issuance of these Class P Units occurred subsequent to September 30, 2025, the
date of the actual column included in the table, please revise to include footnote
disclosure of the details of the issuance of the Class P units and terms of expected
conversion.
7.We note from your disclosure here and elsewhere such as on page 23, that the number
of shares of common stock that will be outstanding after the offering includes the
conversion of the Incentive Units into shares of common stock. Considering that all
Incentive Units appear to be unvested as of September 30, 2025, please explain to us
if you expect to recognize any compensation expense related to the conversion of
these unvested equity instruments into shares of common stock at the time of the
offering. Please explain to us the basis for your accounting.

December 8, 2025
Page 3
Backlog, page 92
8.Please revise to clarify your anticipated timing for recognizing as revenue the amounts
in your backlog.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended
September 30, 2024, page 97
9.We note your disclosure that the period-over-period increase in revenue was primarily
related to increased volume of production and progress towards the design and build
of satellites related to certain SDA contracts during the nine months ended September
30, 2025,as compared to the same period in 2024, as well as lower net unfavorable
EAC adjustments of $10.8 million during the nine months ended September 30, 2025,
as compared to $20.4 million of net unfavorable EAC adjustments for the same period
in 2024. Please revise to provide more quantification of the reasons for the change in
revenue such as volume increase versus ongoing progress on contracts. In this regard,
please include disclosure of any changes in revenue that relate to the 2025 ATLAS
acquisition. Your disclosure on page 99 relating to the changes in revenue for the year
ended December 31, 2024 as compared to the year ended December 31, 2023, should
be similarly revised.
Critical Accounting Estimates, page 110
10.We note that the majority of your revenue is related to long-term contracts in which
revenue is recognized over time based on the proportion of total costs incurred
relative to total EAC. We also note your disclosure that accounting for long-term
contracts requires significant judgment relative to estimating total contract revenues
and costs, in particular, assumptions relative to the amount of time to complete the
contract, including the assessment of the nature and complexity of the work to be
performed. We also note your disclosure in Note 3 to the audited financial statements,
that changes in estimates and assumptions related to the status of certain long-term
contracts may have a material effect on the Company’s operating results and that you
disclose net EAC adjustments before taxes of $23 million in 2024 and about $1
million in 2023. Please revise your disclosure in MD&A to quantify and discuss any
material gross favorable or unfavorable changes in estimates recognized during the
periods presented. Your disclosure should also address the amount of any material
contract losses recognized during each period presented and the status of material loss
contracts. See guidance in Item 303(b)(3) of Regulation S-K.
11.We note your disclosure that you evaluate goodwill for impairment annually at
October 1 and whenever events or circumstances make it more likely than not that
impairment may have occurred. In light of the significant amount of goodwill on your
balance sheet, as well your operating losses for the periods presented, please tell us if
you have completed your goodwill impairment analysis for 2025 and if so please
provide us with the results of such analysis.

December 8, 2025
Page 4
Intellectual Property, page 129
12.Please disclose the duration and effect of all patents, trademarks, licenses, franchises,
and concessions held, specifically highlighting the intellectual property that is
material to your business. Refer to Item 101(c) of Regulation S-K.
Class P Unit Investment, page 147
13.Please revise to quantify the amount of each related party's interest in this transaction,
including accrued dividends and number of shares to be received.
Yellowstone Midco Holdings, LLC
Audited Financial Statements for the Year Ended December 31, 2024
Report of Independent Public Accounting Firm, page F-2
14.Please amend your registration statement to have your auditor remove the language in
the third paragraph of their report which states "and in accordance with auditing
standards generally accepted in the United States of America." Please refer to PCAOB
Auditing Standard 3101.
Notes to the Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-11
15.We note your disclosure in the Prospectus Summary on page 13 that you are
expanding into higher-margin, recurring services such as operations-as-a-service,
software licensing, software annual support contracts, managed ground, and secure
data delivery, leveraging our unified platform. You also disclose that you are
strategically expanding from a supplier of physical satellites to a software-driven
solutions provider. If material, please clarify for us and revise your disclosure to more
clearly explain how you are recognizing revenue related to the software licensing and
other software support contracts. Also, if service related revenue is greater than 10%
of your total revenue, please revise to separately present that amount on the face of the
income statement in accordance with Rule 5-03 of Regulation S-X. Additionally,
please explain to us how you have considered the requirements in ASC 280-10-50-40
to separately disclose the amount of revenue related to each product and service or
each group of similar products and services in the notes to the financial statements.
Note 6. Financing Arrangements, page F-21
You disclose that the Company was in compliance with all financial debt covenants as
of December 31, 2024 and 2023. You further disclose that the Company received a
waiver to waive any potential defaults or events of default that may have occurred and
be continuing under the Credit Agreement. Please tell us and revise your Liquidity
section in MD&A to discuss the specific circumstances that required a waiver, the
potential effects, and the nature of the waiver. In light of the November 2025
refinancing of your debt, please also address in this Liquidity disclosure whether there
is a similar covenant in your new debt agreement to assist your investors in evaluating
the likelihood of future similar defaults. Please see guidance in Item 303(b)(1)(i) of
Regulation S-K. Please include the interim period ended September 30, 2025 in your
response and revised disclosure as we note similar disclosure in Note 7 to the 16.

December 8, 2025
Page 5
unaudited interim financial statements.
Note 13. Related Parties
AEI Transaction, page F-30
17.We note your disclosure that in November 2022, AE Industrial Partners LP (“AEI”)
and certain co-investors acquired the equity interests of the Company hereafter
referred to as the “AEI Transaction.” We also note your disclosure in Note 14, that as
of December 31, 2024 and 2023, Holdings owns all authorized and outstanding
Common units and Redeemable preferred units of the Company, which suggests that
Holdings owns all equity interests of the Company. Please explain to us and revise
your disclosure in the notes to the financial statements to discuss the nature of the
equity interests owned by AEI and how they relate to the ownership of the company
by Holdings. Please similarly revise disclosure in the notes to the unaudited interim
financial statements.
Note 17. Net Loss Per Unit, page F-34
18.We note your disclosure that the Incentive Units described in Note 15 – Incentive Unit
Employee Equity Plan, are granted by and settled in the equity of the Company’s
ultimate parent and therefore are not included in the Company’s net loss per unit
calculations. In light of the fact that the Incentive Units appear to convert to shares of
your common stock at the time of the IPO offering, as indicated on page 23 and the
Capitalization table, please explain to us why you do not believe that these Incentive
Units should be reflected in the computation of diluted EPS as contingently issuable
shares in accordance with ASC 260-10-45-48.
Interim Financial Statements for the Nine Months Ended September 30, 2025
Notes to the Unaudited Interim Financial Statements
Note 4. Acquisitions, page F-45
19.We note that in 2025 you acquired 100% of the equity of ATLAS. Please disclose the
amounts of revenue and earnings of the acquiree since the acquisition date, and the
revenue and earnings of the combined entity as though the acquisition occurred as of
the beginning of the comparable prior annual reporting period, or tell us how you
determined such disclosure was not appropriate. See guidance in ASC 805-10-50-
2(h).
20.We note your disclosure that the consideration paid for the ATLAS acquisition
included $78.6 million in equity consideration via a non-cash contribution from
Yellowstone Ultimate Holdings, LP. With a view towards expanded disclosure, please
explain to us in more detail the nature of this non-cash contribution from Holdings,
and tell us your basis for accounting for the acquisition under ASC 805. As part of
your response, please tell us if Holdings paid cash or issued equity for Atlas, and if
equity was issued, please tell us the nature of the equity instruments and how they
were valued. See guidance in SAB Topic 5:G.

December 8, 2025
Page 6
Yellowstone Midco Holdings II, LLC
Interim Financial Statements for the Period Ended September 30, 2025
Note 5. Subsequent Events, page F-61
21.We note that Yellowstone Ultimate Holdings, LP transferred its ownership in
Yellowstone Midco Holdings, LLC to you on October 3, 2025. Please tell us the
ownership of Yellowstone Midco Holdings, LLC at this date. In this regard, it appears
from disclosures on pages F-30 and F-51 that Yellowstone Midco Holdings, LLC was
at least partially owned by AEI, and it appears from this footnote that Yellowstone
Midco Holdings, LLC was at least partially owned by Yellowstone Ultimate
Holdings, LP. Based on this information, tell us how you accounted for this
transaction, including whether it is a merger of entities under common control and
whether you will consolidate Yellowstone Midco Holdings, LLC. Additionally, please
revise disclosures throughout your filing as appropriate to clarify this matter to your
investors.
22.We note disclosures elsewhere in your filing that AEI controls you. Given that you are
recently incepted, please revise your footnote to clarify to your investors the
transaction(s) through which AEI gained control, such as whether AEI controlled your
"ultimate parent company" Yellowstone Ultimate Holdings, LP at your inception.
General
23.Please clarify, wherever applicable throughout your registration statement, the status
of the Golden Dome project and whether you have participated in or been awarded
contracts for it.
24.Please provide us supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained or intend to retain copies of
these communications. Please contact legal staff associated with the review of this
filing to discuss how to submit the materials, if any, to us for review.
25.Revise to identify the "TRA Holders" who will be parties to the tax receivable
agreement.  Also revise to identify the "certain shareholders" who will be party to the
"voting arrangements" with AE Industrial Partners and what those shareholders
received in exchange for granting AE Industrial Partners their voting rights.  Tell us
how these arrangements are reflected in your disclosure on page 146.