York Space Systems Inc美股招股说明书(2026-01-30版)

18,500,000 Shares Common Stock This is the initial public offering of shares of common stock of York Space Systems Inc. (the “Company” or “York Space Systems”). We are offering 18,500,000 shares of common stock. After giving effect to this offering, investment funds managed by AE Industrial Partners, LP (“AE Industrial Partners” or “AEI”), will hold approximately 23.8% of our outstanding commonstock (or approximately 23.3% of our outstanding common stock, if the underwriters’ option to purchase additional shares from us is exercised in full) and be party to voting arrangementsgranting control of more than 50% of the total voting power of our common stock with respect to the election of our directors. See “Risk Factors—Risks Related to Our OrganizationalStructure—AE Industrial Partners has significant influence over us, and its interests may conflict with ours or yours in the future.” Accordingly, we will be a “controlled company” as definedin the corporate governance rules of the NYSE and will be exempt from certain corporate governance requirements of such rules. As a result, AE Industrial Partners will have significantpower to control our affairs and policies and influence the outcome of matters that require stockholder approval, including with respect to the election of directors, the adoption ofamendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. See “Management—Controlled Company Exemption.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to comply with certain reduced publiccompany reporting requirements. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our common stock involves risks. See “Risk Factors” beginning on page 32 to read about factors you should consider before buying shares of our common stock. PerShareTotalInitial public offering price$34.00$629,000,000Underwriting discounts and commissions(1)$1.955$36,167,500Proceeds, before expenses, to us$32.045$592,832,500 (1)See “Underwriting” for additional information regarding underwriting compensation. We have granted the underwriters an option to purchase up to 2,775,000 additional shares of our common stock at the initial public offering price, less the underwriting discounts andcommissions, within 30 days of the date of this prospectus. At our request, the underwriters have reserved up to5% of the shares of common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associatedwith the Company and AE Industrial Partners. See “Underwriting—Directed Share Program.” The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about January30, 2026. JointBook-Runners GoldmanSachs&Co.LLC WellsFargoSecurities J.P. Morgan Citigroup Truist Securities Raymond James Canaccord Genuity Academy Securities Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSMARKET AND INDUSTRY DATAUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS UNDERWRITING LEGAL MATTERS EXPERTS WHERE YOU CAN FIND ADDITIONAL INFORMATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained inthis prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer tosell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We are offering to sell, and seeking offersto buy, shares of our common stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or the possession ordistribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the UnitedStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of our commonstock and the distribution of this prospectus outside the United States. Through and including February 22, 2026