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CORRESP
 1
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 CORRESP

 333 Wolf Point Plaza

 Chicago, IL 60654

 Kevin M. Frank

 United States

 To Call Writer Directly:

 Facsimile:

 +1 312 862 3373

 +1 312 862 2000

 +1 312 862 2200

 kevin.frank@kirkland.com

 www.kirkland.com

 December 15, 2025
 VIA EDGAR SUBMISSION United States Securities and
Exchange Commission Division of Corporation Finance Office
of Manufacturing 100 F Street, N.E. Washington, D.C. 20549

 Attention:
 Claire Erlanger
 Jennifer Thompson Bradley Ecker
 Geoffrey Kruczek

 Re:
 Yellowstone Midco Holdings II, LLC
 Registration Statement on Form S-1
 Filed on November 17, 2025
 File No. 333-291581
 Ladies and Gentlemen: Pursuant to the
requirements of the Securities Act of 1933, as amended, and Regulation S-T thereunder, Yellowstone Midco Holdings II, LLC, a Delaware limited liability company (the “Company”), has today filed with
the U.S. Securities and Exchange Commission (the “SEC”) Amendment No. 1 to the Registration Statement on Form S-1 (the “Revised Registration Statement”).
 On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated December 8, 2025, from the
staff of the SEC (the “Staff”) relating to the Registration Statement on Form S-1 (the “Registration Statement”) previously filed with the Staff on November 17, 2025. The
Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in bold and italics). Where applicable, we have also referenced in the Company’s responses set forth below the appropriate
page numbers of the updated prospectus contained in the Revised Registration Statement (the “Prospectus”) that address the Staff’s comment. In addition to addressing comments raised by the Staff in its letter, the Company has
revised the Revised Registration Statement to update certain other disclosures. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Prospectus.
 Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong
Kong Houston London Los Angeles Miami Munich New York Paris Riyadh  Salt Lake City Shanghai Washington, D.C.

 U.S. Securities and Exchange Commission
 December 15, 2025 Page
 2

 Registration Statement on Form S-1
 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. RESPONSE :
 The Company advises the Staff that it has revised the summary section to include only the most significant aspects of its business and the
offering. In order to provide a more objective, balanced presentation of its business, strategies and risks, the Company has added a new section captioned “Challenges” to pages 7 and 8 and a new section captioned
“Indebtedness” to page 8 of the Revised Registration Statement. 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.
 RESPONSE : In response to
the Staff’s comment, the Company has clarified its current and post-transaction ownership structure on pages 17 and 18 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission
 December 15, 2025 Page
 3

 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.
 RESPONSE : The Company
advises the Staff that it plans to request effectiveness with the historical financial statements as of and for the nine months ended September 30, 2025.
 In order to clarify that the historical financial data reflects the results of Yellowstone Midco Holdings, LLC, the Company has added the
following bolded language to page 22 of the Revised Registration Statement: The following tables set forth our summary
consolidated financial data. The summary consolidated statements of operations and comprehensive loss data and cash flow data for the nine months ended September 30, 2025 and 2024 and the summary consolidated balance sheet data as of
September 30, 2025 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations and comprehensive loss data and cash flow data for the
years ended December 31, 2024 and 2023 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the
future. Given that Midco II is a newly formed entity without any financial results, the historical summary consolidated financial data reflects the results of operations of Midco I. All pro forma information included below gives effect
to the Common Control Reorganization.

 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.

 U.S. Securities and Exchange Commission
 December 15, 2025 Page
 4

 RESPONSE :
 The Company acknowledges the Staff’s comment and advises the Staff that it has included pro forma financial information in the Summary
Consolidated Financial Data section on page 22 of the Revised Registration Statement. The Company has also included pro forma financial information in the Capitalization section on pages 84 and 85 of the Revised Registration Statement. Finally,
the Company has included pro forma financial information in the Dilution section on page 87 of the Revised Registration Statement. This pro forma financial information includes the common control acquisition of Yellowstone Midco Holdings, LLC by
Yellowstone Midco Holdings II, LLC and the conversion of Class P Units and the distribution of common stock and restricted stock in respect of Incentive Units.
 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.
 RESPONSE : The Company
acknowledges the Staff’s comment and advises the Staff that the Capitalization table on pages 84 and 85 of the Revised Registration Statement has been revised to include the related party long-term debt recognized on the balance sheet as of
September 30, 2025. The Company has also added an additional disclosure in footnote (2) on page 85 of the Revised Registration Statement to include the aggregate principal amount outstanding payable to related parties under the Original
Term Loan Facility. The Company has revised the disclosure in footnote (1) on page 85 of the Revised Registration Statement to
provide more detail of the terms and maturity of the new Credit Agreement as a result of the amendment 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.

 U.S. Securities and Exchange Commission
 December 15, 2025 Page
 5

 RESPONSE :
 The Company has revised the Capitalization table on pages 84 and 85 of the Revised Registration Statement by adding a column for “Pro
Forma” adjustments and revising the “As Adjusted” column to be “Pro Forma As Adjusted.” Further, the Company
has added disclosure to footnote (3) on page 86 of the Revised Registration Statement to describe the issuance and terms related to the expected conversion of the Class P Units.

 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.
 RESPONSE :
 The Company acknowledges the Staff’s comment and advises the Staff that it expects the incentive units will receive distributions of
common stock, which will include restricted stock subject to a new restricted share grant agreement, which is expected to be filed as an exhibit to the Revised Registration Statement in a subsequent amendment. The Company expects some of these
grants to vest at the time of the offering, resulting in the recognition of compensation expense. A full technical accounting assessment will be concluded upon finalization of the restricted share grant agreement. The impact of the distributions of
common stock and restricted stock in respect of incentive units will be reflected in the pro forma earnings per share calculation and the Capitalization section based on the terms of the restricted share grant agreement, which are still being
finalized. Backlog, page 92

 8.
 Please revise to clarify your anticipated timing for recognizing as revenue the amounts in your
backlog. RESPONSE :
 In response to the Staff’s comment, the Company has added the bolded disclosure below to page 92 of the Revised Registration
Statement: We expect to recognize approximately 67% of our backlog as of September 30, 2025 as revenue within the next
12 months, and the balance thereafter.

 U.S. Securities and Exchange Commission
 December 15, 2025 Page
 6

 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.
 RESPONSE : The Company
respectfully advises the Staff that for the nine months ended September 30, 2025, as compared to same period in 2024, 99% of the revenue growth came from ongoing contracts. The post-acquisition revenue related to ATLAS is not material to
consolidated revenue or growth; accordingly, additional disclosure is not required. In response to the Staff’s comment, the Company
has also revised its disclosure on page 96 of the Revised Registration Statement to include the bolded disclosure below: The
period-over-period increase was largely driven by existing contracts, with 99% of the revenue growth related to contracts that were already in place at December 31, 2024.
 The Company has similarly revised the disclosure for the year ended December 31, 2024, as compared to the year ended December 31,
2023, on page 99 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission
 December 15, 2025 Page
 7

 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. RESPONSE :
 The Company acknowledges the Staff’s comment and has revised its disclosures on pages 96 and 99 of the Revised Registration Statement to
provide the requested detailed quantification for each period presented. This includes a breakout of aggregate gross favorable and gross unfavorable EAC adjustments. For any material specific contract that contributed to a gross favorable or
unfavorable EAC adjustment, the Company has included additional disclosure for the quantification and the nature of the adjustment. Furthermore, the Company has quantified the total amount of EAC adjustments recognized during the period that are
attributable to contracts currently in a loss position. The Company respectfully advises the Staff that there were no specific individual contracts that met the Company’s quantitative or qualitative materiality threshold that would