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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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CORRESP
 1
 filename1.htm

 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

CORRESP
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 CORRESP

 Goldman Sachs & Co. LLC
 200 West Street New York, New York 10282
 Jefferies LLC 520 Madison Avenue
 New York, New York 10022 Wells Fargo Securities, LLC
 500 West 33rd Street 14th Floor New York, New York 10001
 January 26, 2026 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Manufacturing 100 F Street,
NE 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 January 26, 2026, as amended
 File No. 333-291581
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Yellowstone Midco Holdings II, LLC (the “Company”) that the effective date of the
above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. New York City time on January 28, 2026 or as soon thereafter as practicable, or at such other time thereafter as the Company or its
outside counsel, Kirkland & Ellis LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission. Pursuant to Rule
460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of securities, as many copies of
the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * *

 Very truly yours,
 Goldman Sachs & Co. LLC Jefferies LLC
 Wells Fargo Securities, LLC as representatives
of the several underwriters

 Goldman Sachs & Co. LLC

 By:

 /s/ Ryan Cunn

 Name: Ryan Cunn

 Title: Managing Director

 Jefferies LLC

 By:

 /s/ Scott Skidmore

 Name: Scott Skidmore

 Title: Managing Director

 Wells Fargo Securities, LLC

 By:

 /s/ Christie MacDonald

 Name: Christie MacDonald

 Title: Managing Director

CORRESP
 1
 filename1.htm

 CORRESP

 VIA EDGAR SUBMISSION
 January 26, 2026 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 Registration
File No. 333-291581
 Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, Yellowstone Midco Holdings II, LLC (the “Company”) hereby requests
that the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on January 28, 2026, or as soon thereafter as is
practicable. Please contact Kevin M. Frank at (312) 862-3373 or, in his absence, Ashley Sinclair
at (312) 862-3928, both of Kirkland & Ellis LLP, the Company’s legal counsel, when the Registration Statement has been declared effective or if you have any other questions or concerns regarding
this matter. Thank you in advance for your assistance.
 * * * * *

   Very truly yours,

   YELLOWSTONE MIDCO HOLDINGS II, LLC

 By:

 /s/ Dirk Wallinger

 Name: Dirk Wallinger

 Title: Chief Executive Officer

 cc:
 Dirk Wallinger, Chief Executive Officer, Yellowstone Midco Holdings II, LLC
 Robert M. Hayward, P.C., Kirkland & Ellis LLP
 Kevin M. Frank, Kirkland & Ellis LLP
 Ashley Sinclair, Kirkland & Ellis LLP
 Michael Kaplan, Davis Polk & Wardwell LLP
 Stephen Byeff, Davis Polk & Wardwell LLP
 Steven Glendon, Davis Polk & Wardwell LLP

CORRESP
 1
 filename1.htm

 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 16, 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. 1 to Registration Statement on Form S-1
 Filed on December 15, 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. 2 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 13, 2026, from the staff of the SEC (the “Staff”) relating to the Amendment No. 1 to Registration Statement on Form
 S-1 previously filed with the Staff on December 15, 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.
 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 16, 2026 Page
 2

Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Prospectus.
 Registration Statement on Form S-1
 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. RESPONSE :
 The Company acknowledges the Staff’s comment and advises the Staff that it has revised the italicized disclosure at the
beginning of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section by adding the bolded language below to page 95 of the Revised Registration Statement to (i) clarify that the
historical financial data presented is that of Yellowstone Midco Holdings, LLC, (ii) explain why the Company has not separately presented the historical financial data of the registrant, and (iii) discuss the October 3, 2025 merger
between the registrant and Yellowstone Midco Holdings, LLC and pending Corporate Conversion: We currently operate as a Delaware
limited liability company under the name Yellowstone Midco Holdings II, LLC, which was formed on September 4, 2025 and directly and indirectly holds all of the equity interests in our operating subsidiaries. Substantially concurrently with the
effectiveness of the registration statement of which this prospectus forms a part, Midco II will convert into a Delaware corporation pursuant to a statutory conversion and will change its name to York Space Systems Inc. Following the Corporate
Conversion, we will remain a holding company and will continue to conduct our business through our operating subsidiaries.
 Prior to October 3, 2025, we operated through Midco I. On October 3, 2025, all of the outstanding equity of Midco I was
contributed to Midco II in exchange for common units of Midco II. As a result, Midco I became a wholly owned subsidiary of Midco II effective as of October 3, 2025. The historical financial

 U.S. Securities and Exchange Commission
 January 16, 2026 Page
 3

data presented herein is that of Midco I. We have not separately presented the historical financial data of Midco II in the following discussion and analysis of our financial condition and
results of operations because, while Midco II was formed on September 4, 2025, there was no material activity at Midco II from September 4, 2025 to September 30, 2025. Refer to the financial statements of Yellowstone Midco Holdings
II, LLC included elsewhere in this prospectus.

 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.
 RESPONSE :
 The Company acknowledges the Staff’s comment and has revised the historical net loss per share attributable to common
unit holders as of September 30, 2025 on page 26 of the Revised Registration Statement to be $0.06, which conforms 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. RESPONSE :

 U.S. Securities and Exchange Commission
 January 16, 2026 Page
 4

 The Company acknowledges the Staff’s comment and has revised the
disclosure on page 88 of the Revised Registration Statement to reflect the number of shares included as pro forma adjustments for the Incentive Unit Distributions through the addition of the bolded language below:
 after giving effect to (i) the Common Control Reorganization and Class P Unit Issuance, (ii) the Corporate Conversion, including 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, (iv) the Credit Agreement Transactions, and (v) the execution of the TRA;
 The Company has updated related disclosures throughout the Revised Registration Statement to align with the language referenced
above. Additionally, the Company has revised the disclosure on page 90 of the Revised Registration Statement by adding
footnote 4 to give effect to the recognition of compensation expense on additional paid-in capital and accumulated deficit through the addition of the bolded language below.
 The amounts reflected in the “actual” column represent the additional paid-in capital of
$0 and the accumulated deficit of $240.5 million as of September 30, 2025. The amounts reflected in the “pro forma” and “pro forma as adjusted” columns include the recognition of $70.1 million in compensation
expense as a result of the distribution of unrestricted common stock in respect of vested Incentive Units, 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, and the loss on extinguishment of debt of $2.4 million.

 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. RESPONSE :

 U.S. Securities and Exchange Commission
 January 16, 2026 Page
 5

 The Company acknowledges the Staff’s comment and advises the Staff
that, upon execution of the TRA, no liability will be recorded as it is not probable that the Company will have sufficient taxable income to take a deduction related to the identified tax attributes.
 Accordingly, the Company has revised the disclosure on page 90 of the Revised Registration Statement to include
footnote 5, which explains why there is no effect given to the execution of the TRA through the addition of the bolded language below:
 The amount reflected in the “actual” column represents the additional paid-in capital of
$0 as of September 30, 2025. The amounts reflected in the “pro forma” and “pro forma as adjusted” columns reflect the execution of the TRA, which did not result in the recognition of an initial obligation as it is not
probable that the Company will have sufficient taxable income to take a deduction related to the identified tax attributes. 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. RESPONSE :
 The Company acknowledges the Staff’s comment and has revised the disclosure on page 136 of the Revised Registration
Statement to specifically highlight the intellectual property that is material to the Company’s business through the deletion of the struck through language and the addition of the bolded language below:
 The intellectual property that is material to our business consists of both our proprietary knowledge and our selectively patented
inventions. Our proprietary knowledge includes expertise in spacecraft manufacture, spacecraft software, in-orbit operations, and anomaly resolution. The protection of our technology and
 intellectual property and technology is an important aspect of our business. We rely on a combination of trade secrets, patents, data rights assertions, trademarks, copyrights, confidentiality procedures, contractual commitments, and
other legal rights to establish and protect our intellectual property. In order to protect proprietary knowledge that may not be protectable through patent protection, we generally enter into confidentiality agreements and invention or
work product assignment agreements with our employees and consultants to control access to, and clarify ownership of, our proprietary information.

 U.S. Securities and Exchange Commission
 January 16, 2026 Page
 6

 In addition to our proprietary knowledge, we have chosen to selectively seek patent
protection for inventions that are material to our business. The patents we hold reflect inventions and technology that are material to our business, particularly in the areas of bus design and satellite communication technology. We are the
owner of ten issued U.S. patents (U.S. Patent Nos. 10,583,940, 10,841,000, 11,228,361, 11,463,161, 11,770,184 B2, 11,929,819, 12,074,685 B2, 12,184,394 B2, 12,323,223, and 17,578,046). Our patents and patent application relate to technology related
to our business, some of which includes satellite communication technology , and are intended to protect our core innovations and our position in the market . These issued patents expire on various dates between approximately 2038 and 2043. We
also own proprietary information and trade secrets, which are protected by confidentiality and non-disclosure agreements, and we selectively choose when to pursue patent protection of these assets. We are the
sole owner of ten registered U.S. trademarks, the duration of which is not limited by a statutory term, but depends on, among other things, the use of the applicable trademark.
 We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing,
please feel free to contact Kevin M. Frank at (312) 862-3373 or, in his absence, Ashley Sinclair at (312) 862-3928.

 Sincerely,

 /s/ Kevin M. Frank

 Kevin M. Frank

 cc:
 Dirk Wallinger
 Chief Executive Officer, Yellowstone Midco Holdings II, LLC .

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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

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.