卡玛恩控股有限公司美股招股说明书(2025-07-24版)

Investing in our common stock involves risks. See “Risk Factors” beginning on page23 to read about factors you or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Public offering price$49.00$1,029,000,000Underwriting discounts and commissions(1)$1.715$Proceeds, before expenses, to the selling stockholders$47.285$ Certain of the selling stockholders have granted the underwriters the right, for a period of 30 days from the date of this prospectus, to purchase,from time to time, in whole or in part, up to additional 3,150,000 shares of common stock from them at the public offering price less underwritingdiscounts and commissions. The underwriters expect to deliver the shares against payment on or about July 25, 2025. PROSPECTUS SUMMARY THE OFFERING RISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDSDIVIDEND POLICY PRINCIPAL AND SELLING STOCKHOLDERSDESCRIPTION OF CAPITAL STOCK As used in this prospectus, unless the context otherwise requires, the “Company,” “our company,” “Karman,” “we,” “us” and “our” refer toKarman Holdings Inc. and its consolidated subsidiaries. We are a holding company and our sole asset is the capital stock of our wholly ownedWe completed our initial public offering (“IPO”) in February 2025. In connection with our IPO, our predecessor TCFIII Spaceco Holdings LLC(“Karman LLC”) converted to a Delaware corporation and we changed our name to Karman Holdings Inc. Karman LLC is our predecessor for financial Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentageamounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior torounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures inour consolidated financial statements included elsewhere in this prospectus. Additionally, certain other amounts that appear in this prospectus may notsum due to rounding. net income, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures ofperformance. In addition, thesenon-GAAPmeasures should not be construed as an inference that our future results will be unaffected by unusual or non-recurringitems. Therefore,non-GAAPfinancial measures should be considered in addition to, not as a substitute for, or in isolation from, measuresprepared in accordance with GAAP. Where appropriate, reconciliations of ournon-GAAPfinancial measures to the most comparable GAAP figures are measures of other companies and can differ significantly from company to company.For further discussion and a reconciliation of thesenon-GAAPfinancial measures to their most directly comparable financial measure calculated in accordance with GAAP, see “Management’s Discussion andAnalysis of Financial Condition and Results of Operations—Key Financial andNon-GAAPOperating Measures” included in our Annual Report on INDUSTRY AND MARKET DATAWithin this prospectus, we reference information and statistics regarding the industry in which we operate. We have obtained this information andstatistics from various independent third-party sources, independent industry publications, reports by market research firms and other independentsources. Some data and other information contained in this prospectus are also based on management’s estimates and calculations, which are derived control, but we believe they generally indicate size, position and market share within these industries. While we are responsible for all of the disclosurein this prospectus and believe the third-party information and our internal company research, data and estimates contained in this prospectus to bereliable, neither we nor the underwriters have independently verified anythird-partyinformation nor has any independent source verified our internalcompany research, data and estimates.In addition, assumptions and estimates of our and our industry’s future performance are subject to a high degree of uncertainty and risk due to a TRADEMARKS, SERVICE MARKS, TRADENAMES, AND COPYRIGHTS We own certain trademarks, service marks, trade names and copyrights in the United States. Unless otherwise indicated, all trademarks, servicemarks, trade names, and copyrights appearing in this prospectus are proprietary to us, our affiliates, and/or licensors. This prospectus also containstrademarks, tradenames, service marks, and copyrights of third parties, which are the property of their respective owners. Solely for convenience, thetrademarks, tradenames, service marks, and copyrights referred to in this prospectus may appear without the®, TM, SM, or©symbols, but such This summary highlights information contained elsewhere in this prospectus. This summary may not con