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CORRESP
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 CORRESP

 Kevin M. Frank
 To Call Writer Directly: +1 312 862
3373 kevin.frank@kirkland.com

 333 West Wolf Point Plaza
 Chicago, IL 60654 United States
 +1 312 862 2000
 www.kirkland.com

 Facsimile:
 +1 312 862 2200
 January 23, 2026
 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

  
 Amendment No. 2 to Registration Statement on Form S-1

  
 Filed on January 16, 2026

  
 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. 3 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 January 22, 2026, from the
staff of the SEC (the “Staff”) relating to the Amendment No. 2 to Registration Statement on Form S-1 previously filed with the Staff on January 16, 2026. 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  Dallas  Frankfurt  Hong Kong  Houston  London  Los Angeles  Miami  Munich  New York  Paris 
Philadelphia  Riyadh  Salt Lake City  Shanghai  Washington, D.C.

 U.S. Securities and Exchange Commission
 January 23, 2026 Page
 2

 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.
 RESPONSE :
 The Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 20 of the
Revised Registration Statement by adding the bolded language below to quantify the number of 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: At the time of the Corporate Conversion, all outstanding common units of Midco II will convert into
approximately 99,558,713 shares of our common stock , including 2,189,106 shares of unrestricted common stock to be distributed in respect of vested Incentive Units and 2,059,317 shares of restricted stock to be distributed in respect of unvested
Incentive Units, in each case, in connection with the Incentive Unit Distributions described below. Unless otherwise stated in
this prospectus, Class P conversion amounts are based on the aggregate total preference amount of Class P Units accrued through January 29, 2026 for illustrative purposes. Based on such assumption, the Class P Units will convert into 9,441,287
shares of our common stock. As a result, immediately prior to this offering, 109,000,000 shares of our common stock will be outstanding. Excluding restricted stock distributed in respect of unvested Incentive Units, 106,940,683 shares of our
common stock will be outstanding.

 U.S. Securities and Exchange Commission
 January 23, 2026 Page
 3

 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,
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.
 RESPONSE :
 The Company acknowledges the Staff’s comment and advises the Staff that it has added the following bolded language
to the introduction to the Summary Consolidated Financial Data section on page 25 of the Revised Registration Statement to clarify (i) the transactions that the pro forma net loss per share data gives effect to as if those transactions occurred
on January 1, 2024, (ii) the fact that the pro forma balance sheet gives effect to all of these transactions as if they occurred on September 30, 2025, and (iii) the fact that the pro forma as adjusted balance sheet data gives further
effect to the offering as if it occurred on September 30, 2025: All pro forma information included below gives effect to
 (i) the Common Control Reorganization and Class P Unit Issuance, (ii) the Corporate Conversion, including the conversion of all outstanding common units of Midco II into 99,558,713 shares of our
common stock, inclusive of the Incentive Units described in (iii), and the conversion of the Class P Units into an aggregate of 9,441,287 shares of common stock, (iii) the Incentive Unit Distributions, including
the distribution of 2,189,106 shares of unrestricted common stock in respect of vested Incentive Units and 2,059,317 shares of restricted common stock in respect of unvested Incentive Units (both restricted and unrestricted common stock issued to
former Incentive Unit holders is part of the total 109,000,000 common shares issued to Holdings immediately prior to this offering), (iv) the Credit Agreement Transactions, (v) the execution of the TRA and
(vi) the IPO Grants. Class P conversion amounts are based on aggregate total preference amount of Class P Units accrued through January 29, 2026 for illustrative purposes. The pro forma balance sheet data gives effect to
these transactions as if they occurred on September 30, 2025 and the pro forma as adjusted balance sheet data gives further effect to the offering as if it occurred on September 30, 2025. The pro forma net loss
per share data gives effect to all pro forma transactions summarized above, except for the offering which is not reflected, as if each occurred on January 1, 2024 .

 U.S. Securities and Exchange Commission
 January 23, 2026 Page
 4

 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.
 RESPONSE :
 The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosures in the Summary
Consolidated Financial Data and Capitalization sections of the Revised Registration Statement to consistently describe the same transactions in its pro forma numbers versus its pro forma as adjusted numbers, including a cross-reference to the
Capitalization section in the Summary Consolidated Financial Data section. Additionally, the Company has clarified how the IPO Grants are consistently presented between pro forma net loss per share and its pro forma balance sheet, including
clarification that the IPO Grants did not impact its pro forma or pro forma as adjusted additional paid in capital and accumulated deficit due to the IPO Grants not vesting as of the time of the offering by adding the following bolded
language and deleting the struck through language on page 30 of the Revised Registration Statement discussing the Consolidated Balance Sheet:
 The Pro Forma column reflects (i) the Common Control Reorganization and Class P Unit Issuance, (ii) the Corporate Conversion,
including the conversion of all outstanding common units of Midco II into 99,558,713 shares of our common stock, inclusive of the Incentive Units described in (iii), and the conversion of the Class P Units into an aggregate of 9,441,287
shares of common stock, (iii) the Incentive Unit Distributions, including the distribution of 2,189,106 shares of unrestricted common stock in respect of vested Incentive Units and 2,059,317 shares of restricted common stock in respect of
unvested Incentive Units (both restricted and unrestricted common stock issued to former Incentive Unit holders is part of the total 109,000,000 common shares issued to Holdings immediately prior to this offering) , (iv) the Credit Agreement
Transactions, and (v) the execution of the TRA and (vi) the IPO Grants. The TRA is not expected to result in the recognition of an initial obligation as it is not probable that the Company will be able to
utilize the TRA attributes. The IPO Grants did not result in a Pro Forma adjustment as none of those IPO Grants immediately vest at the time of this offering. The IPO Grants will vest in annual installments over three years. See
“Capitalization” for further details of these adjustments.

 U.S. Securities and Exchange Commission
 January 23, 2026 Page
 5

 Further, the Company has revised its disclosures to the Capitalization
section by adding the following bolded language and deleting the struck through language on page 94 of the Revised Registration Statement:
 The information presented in the table above excludes does not include 679,125 shares of common stock
 underlying upon vesting and settlement of the IPO Grants, assuming an initial public offering price of $32.00 per share, the midpoint of the estimated price range set forth on the cover of this prospectus because the IPO
Grants are not subject to immediate vesting .

 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.

 U.S. Securities and Exchange Commission
 January 23, 2026 Page
 6

 RESPONSE :
 The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosures regarding
compensation expense related to Incentive Unit Distributions in the following manners:

 •

 The Company has added footnote (d) to the pro forma adjustment to describe the recognition of compensation
expense related to the restricted and unrestricted common shares distributed in respect of Incentive Units line within its unaudited pro forma basic and diluted net loss per share table on page 29 of the Revised Registration Statement.

 •

 The Company has updated footnote (5) of the Capitalization table to clarify why the Incentive Unit
Distributions result in an immediate recording of compensation expense on page 93 of the Revised Registration Statement:

 (5)
 This adjustment reflects the recognition of $70.1 million in compensation expense as a result of the
distribution of 2,189,106 shares of unrestricted common stock in respect of vested Incentive Units that vest at the time of this offering, based on an initial public offering price of $32.00, which is the midpoint of the estimated price range set
forth on the cover of this prospectus, though the actual compensation expense will vary based on the actual initial public offering price. There is no compensation expense included in this adjustment for restricted common stock issued in respect of
unvested Incentive Units as these only begin to vest after this offering.

 •

 The Company has added footnote (d) to the pro forma adjustment on page 29 of the Revised Registration Statement
to clarify that the Incentive Unit Distributions are not tax effected as the associated compensation expense is not tax deductible.

 U.S. Securities and Exchange Commission
 January 23, 2026 Page
 7

 Further, the Company advises the Staff that it has added the following
 bolded language to the introduction to the Capitalization section on page 91 of the Revised Registration Statement: Both the
pro forma basis and pro forma as adjusted basis reflect the impact of the various transactions as if they all occurred on September 30, 2025.

 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 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