Karman Holdings Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ________ to _________Commission File Number:001-42520 KARMAN HOLDINGS INC. (Exact name of Registrant as specified in Charter) Delaware85-2660232(State or jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)5351 Argosy Avenue,Huntington Beach,CA92649(Address of principal executive offices)(Zip Code) (714)898-9951 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☐Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction ofan error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes☐NO☒ The registrant wasnot a public company as of June 29, 2024, the last business day of its most recently completed second fiscal quarter, and therefore cannot calculate the aggregatemarket value of the voting and non-voting common equity held by non-affiliates as of such date. The registrant’s common stock began trading on the New York Stock Exchange onFebruary 13, 2025. Number of shares of registrant’s common shares outstanding as of March 31, 2025 was132,174,593. Documents Incorporated by Reference: The information contained in the registrant’s prospectus dated February 12, 2025, as filed with the Securities and Exchange Commission onFebruary 13, 2025, pursuant to Rule 424(b)(4) (SEC File No. 333-284382) is incorporated into certain portions of Part I, II, and III as disclosed herein. Table of Contents PART IItem 1. BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item 6.[Reserved]42Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations43Item 7A.Quantitative and Qualitative Disclosures About Market Risk60Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure61Item 9A.Controls and Procedures61Item 9B.Other Information62Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections62 PART IIIItem 10. Directors, Executive Officers and Corporate Governance63Item 11.Executive Compensation68Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters74Item 13.Certain Relationships and Related Transactions, and Director Independence75Item 14.Principal Accountant Fees and Services77 PART IVItem 15.Exhibits, Financial Statement SchedulesItem 16.Form 10-K Summary 7879 BASIS OF PRESENTATION