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 January 13, 2026

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 amended draft registration statement and have the
following
comment(s).

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submissions on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our December 8, 2025 letter.

Amendment No. 1 to Form S-1 filed December 15, 2025
Summary Financial Data, page 24

1. We note you have revised the Summary Financial Data, Capitalization and
Dilution
 sections to include disclosure reflecting the Common Control
Reorganization and
 Corporate Conversion in response to our prior comment 3. Please also
revise your
 disclosure at the beginning of the MD&A section 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
 discuss the October 3, 2025 merger between the registrant and
Yellowstone Midco
 Holdings, LLC and pending Corporate Conversion.
 January 13, 2026
Page 2

2. We note your addition of historical and pro forma loss per share
information in
 response to our prior comment 4. Please revise to conform the historical
net loss per
 share attributable to common unitholders as of September 30, 2025 to the
amount
 disclosed on page F-38.
Capitalization, page 84

3. We note from your response to our prior comment 7 that the Incentive
Units will
 receive distributions of common stock, which will include restricted
stock subject to a
 new restricted share grant agreement, and the terms of the distribution
are currently
 being finalized. We also note that you have revised the Capitalization
table to reflect
 the Incentive Unit Distributions as part of the pro forma column. Once
the terms are
 known, please revise your bullet point disclosure at the top of page 84
to reflect the
 number of shares included as pro forma adjustments for the Incentive
Unit
 Distributions, similar to the disclosures you are making for the
conversion of Class P
 Units and the sale of stock in this offering. Additionally, either in
these bullet points
 or the footnotes to the Capitalization table, please disclose any
related amounts of
 additional paid-in capital or accumulated deficit that are included as
pro forma
 adjustments for the Incentive Unit Distributions and related stock
compensation
 expense.
4. We note you revised the bullet points above the Capitalization table to
indicate that
 the pro forma column gives effect to the execution of the TRA. Either in
these bullet
 points or the footnotes to the Capitalization table, please identify the
line items
 impacted by the pro forma adjustments related to the TRA, the amounts of
such
 adjustments, and how such amounts were calculated or determined.
Intellectual Property, page 129

5. We note your response to our prior comment 12 and reissue in part.
Please revise to
 specifically highlight the intellectual property that is material to
your business.
 Please contact Claire Erlanger at 202-551-3301 or Jennifer Thompson at
202-551-
3737 if you have questions regarding comments on the financial statements and
related
matters. Please contact Bradley Ecker at 202-551-4985 or Geoffrey Kruczek at
202-551-3641
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ashley Sinclair
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