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 January 22, 2026

Dirk Wallinger
Chief Executive Officer
Yellowstone Midco Holdings II, LLC
6060 S Willow Drive
Greenwood Village, CO 80111

 Re: Yellowstone Midco Holdings II, LLC
 Amendment No. 2 to Registration Statement on Form S-1
 Filed on January 16, 2026
 File No. 333-291581
Dear Dirk Wallinger:

 We have reviewed your amended 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. Unless we
note otherwise,
any references to prior comments are to comments in our January 13, 2026
letter.

Amendment No. 2 to Form S-1 filed January 16, 2026
Prospectus Summary
Organizational Structure, page 20

1. We note your discussion of the Corporate Conversion, including
quantification of the
 number of your common shares to be issued upon conversion of Midco II's
common
 units. Please also quantify here the number of your common shares to be
issued upon
 conversion of Midco II's Class P Units to make it clear that a total of
109 million shares
 will be issued in the Corporate Conversion.
Summary Consolidated Financial Data, page 25

2. Your statement that all pro forma information included below gives
effect to the
 Common Control Reorganization appears incomplete. Given the lack of
stand-alone pro
 forma financial statements elsewhere in your filing that might better
explain the
 transactions and assumptions underlying your presentation of pro forma
information,
 January 22, 2026
Page 2

 please ensure your disclosure here clearly explains such transactions
and assumptions.
 For example, please revise the introduction to this section to clarify,
if true, that the pro
 forma net loss per share data included below gives effect to the Common
Control
 Reorganization, the Class P Unit Issuance, the Corporate Conversion, the
Holdings
 Liquidation and Incentive Unit Distributions, the Credit Agreement
Transactions, the
 execution of the TRA, the IPO Grants, and any other transactions you
have included as if
 all of these transactions occurred on January 1, 2024. Please further
clarify, if true, that
 the pro forma balance sheet data gives effect to all of these
transactions as if they
 occurred on September 30, 2025 and the pro forma as adjusted balance
sheet data gives
 further effect to your offering as if it occurred on September 30, 2025.
3. Please revise your disclosures here and in the Capitalization table, as
needed, to
 consistently include the same transactions in your pro forma numbers
versus your pro
 forma as adjusted numbers. In this regard, tell us how the IPO Grants
are consistently
 presented between pro forma net loss per share and your pro forma
balance sheet data.
 Additionally, please disclose to your readers the impact of the IPO
Grants on your pro
 forma or pro forma as adjusted additional paid in capital and
accumulated deficit, or that
 there is no such impact and a brief explanation of why.
4. We note that your computation on page 26 of pro forma net loss
attributable to common
 stockholders of York Space Systems Inc. includes an amount to record
compensation
 expense related to the Incentive Unit Distributions. We have the
following comments:
 Please explain to us why the amount for the year ended December 31,
2024 of
 $119.5 million and for the nine months ended September 30, 2025 of
$12.4 million
 differs from the amount disclosed on page 20 of $135 million related
to expected
 stock compensation expense for the Incentive Unit Distributions, and
revise your
 disclosures as appropriate to clarify this matter to your readers.
 Additionally, please tell us why the amounts disclosed in this table
on page 26 differ
 from the $70.1 million compensation expense included in the pro
forma column of
 the Capitalization table and discussed in footnote (4) on page 90,
and revise your
 disclosures as appropriate to clarify this matter to your readers.
In doing so, consider
 revising the introductory bullet points above your Capitalization
table to clarify, if
 true, that the pro forma column gives effect to the identified
transactions, including
 the Incentive Unit Distributions, as if they occurred on September
30, 2025 and
 revising footnote (4) on page 90 to clarify why the Incentive Unit
Distributions result
 in an immediate recording of compensation expense.
 Please tell us why this appears to be the only pro forma adjustment
to your historical
 expenses that is not presented net of tax effects.
5. Refer to your consolidated balance sheet date presented on page 27. We
have the
 following comments:
 We note that you have included footnote disclosure which generally
explains the
 nature of the adjustments reflected in the pro forma and pro forma
as adjusted
 columns. Given the lack of stand-alone pro forma financial
statements elsewhere in
 your filing that might better explain the transactions, assumptions
and amounts
 underlying your presentation of pro forma balance sheet data, please
revise your
 disclosures here to include more detailed quantitative disclosure of
how the
 January 22, 2026
Page 3

 significant adjustments to the amounts in the actual column were
calculated or
 determined. In doing so, for any line items for which transparent
quantitative
 explanation of pro forma adjustments is included in your
Capitalization disclosures
 beginning on page 88, we will not object to cross-referencing those
disclosures.
 Additionally, to assist us in evaluating these disclosures, please
provide us in your
 response with a reconciliation of the pro forma and pro forma as
adjusted amounts
 presented for each balance sheet line item to the corresponding
actual amount.
 Alternatively, given the number and complexity of the transactions
reflected in your
 pro forma and pro forma as adjusted columns, you may wish to present
stand-alone
 pro forma financial statements elsewhere in your filing and revise
your disclosures
 here to cross-reference the pro forma and pro forma as adjusted
columns in those pro
 forma financial statements.
6. Please revise your footnote disclosure to more clearly explain how the
denominator in
 the pro forma basic and diluted earnings per share was calculated or
determined for each
 period presented. In this regard, we note that there is a pro forma
adjustment to reflect
 the Common Control Reorganization and a separate adjustment to reflect
the Corporate
 Conversion; however, it is not clear how these combined amounts relate
to the 109
 million common shares that you disclose elsewhere will be issued in the
Corporate
 Conversion. For example, if Midco I's redeemable preferred units were
exchanged for
 Midco II common units in the Common Control Reorganization, and will be
exchanged
 for your common stock in the Corporate Conversion, and the pro forma
weighted
 average number of shares outstanding is lower than 109 million due to
fluctuations in the
 number of redeemable preferred units outstanding during the historical
periods, please
 clarify this matter to your investors. Additionally, to assist us in
evaluating these
 disclosures, please provide us in your response with a reconciliation of
the number of
 common and redeemable preferred units seen in Midco I's financial
statements to your
 detailed calculation of pro forma weighted average number of shares
outstanding for
 each of the year ended December 31, 2024 and the nine months ended
September 30,
 2025.
7. In footnote 1 on page 27, the introductory bullet points above the
Capitalization table on
 page 88, and your discussion of Dilution on page 92, you quantify the
number
 of restricted and unrestricted common shares resulting from the
Incentive Unit
 Distributions. Please revise to clarify, if true, that the Incentive
Unit Distributions will be
 made out of the common shares issued to Holdings in the Corporate
Conversion and do
 not represent an additional issuance of your common stock. We believe
this matter is
 unclear from your current disclosures.
Capitalization, page 88

8. Please revise your disclosures to better explain why Midco I's
redeemable preferred units
 are no longer outstanding in the Pro Forma column, including clarifying
whether they
 were exchanged for common units of Midco II in the Common Control
Reorganization
 and therefore are part of the 99.6 million shares of your common stock
issued in
 exchange for Midco II's common units in the Corporate Conversion. Also
apply this
 comment to your presentation of pro forma balance sheet data on page 27.
 January 22, 2026
Page 4

9. Please revise the footnotes to this table to more clearly disclose how
the pro forma and
 pro forma as adjusted amounts related to Additional paid-in capital were
calculated or
 determined. In this regard, we note that footnotes 4 and 5 quantify the
impact of certain
 events included in your pro forma column but they do note fully explain
the $1.4 billion
 balance presented in the pro forma column or the $1.9 billion balance
presented in the
 pro forma as adjusted column.
10. Please revise to clearly disclose how the amount of 106,940,683 pro
forma common
 shares outstanding before the offering and 122,940,683 pro forma as
adjusted common
 shares outstanding after giving effect to the offering as of September
30, 2025 was
 calculated or determined and why this differs from disclosures elsewhere
that 109
 million shares will be outstanding immediately before this offering and
125 million
 shares will be outstanding immediately following this offering. In this
regard, we note
 that pro forma presentation of balance sheet accounts should reflect the
impact of the
 various pro forma transactions as if they all occurred on the balance
sheet date of
 September 30, 2025. Also apply this comment to your table on page 93
showing the
 average price paid per share by existing investors and new investors in
this offering.
Consulting Agreement, page 163

11. Disclose the amount of payments for the year ended December 31, 2025.
General

12. We refer to our comment 25 issued on December 8, 2025 and reissue.
Revise to identify
 the TRA Holders who will be parties to the tax receivable
agreement. Also revise to
 identify the "Voting Agreement Stockholders" who will be parties to the
voting
 agreement 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 pages 156 and 157.
 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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