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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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York Space Systems Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
AeroEquity GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,196,088.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
23.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Michael Robert Greene | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,196,088.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
23.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
David H. Rowe | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,196,088.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
23.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
York Space Systems Inc. | |
| (b) | Address of issuer's principal executive offices:
6060 S. Willow Drive, Greenwood Village, CO 80111 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) AE Industrial Partners Fund II, LP;
(ii) AE Industrial Partners Fund II-A, LP;
(iii) AE Industrial Partners Fund II-B, LP;
(iv) AE Industrial Partners Fund III, LP;
(v) AE Industrial Partners Fund III-A, LP
(vi) AE Industrial Partners Aerospace Opportunities, LP
(vii) AE Co-Investment Partners Fund III-Y, LP
(viii) AE Co-Investment Partners Fund III Y-2, LP
(ix) AE Industrial PSO Equity Partners, LP;
(x) AE Industrial Partners PBCI Aggregator, LP (together with each of the foregoing, the "AE Holders");
(xi) AeroEquity GP, LLC ("AeroEquity");
(xii) Michael Robert Greene; and
(xiii) David H. Rowe. | |
| (b) | Address or principal business office or, if none, residence:
6700 Broken Sound Pkwy NW, Boca Raton, FL 33487 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page. | |
| (b) | Percent of class:
See response to Item 11 on the cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page.
Each of the AE Holders is ultimately controlled by AeroEquity. AeroEquity is controlled by its managing members, Michael Robert Greene and David H. Rowe. Messrs. Greene and Rowe make all voting and investment decisions with respect to the securities held by AE Industrial Partners. AeroEquity and Messrs. Greene and Rowe may therefore be deemed to have voting and dispositive power over 30,196,088.00 shares of Common Stock directly held by the AE Holders.
The reported amounts do not include 11,168,593 shares of Common Stock beneficially owned by Dirk Wallinger. Pursuant to the Director Nomination Agreement, dated as of January 28, 2026, by and among the Issuer and the stockholders party thereto, the Reporting Persons may be deemed to be a member of a "group" within the meaning of Rule 13d-5(b) and beneficially own securities beneficially owned by Dirk Wallinger. The filing of this Statement shall not be deemed an admission of membership in any such "group" or of beneficial ownership of the securities beneficially owned by Mr. Wallinger, for purposes of Section 13(d) or 13(g) or for any other purpose. The responses to Items 5 through 9 of the cover page to this Statement do not reflect any securities beneficially owned by Mr. Wallinger.
The reported amounts also do not include an aggregate of 64,178,201 shares of Common Stock beneficially owned by parties to voting agreements (the "Voting Agreement"), by and among the Issuer and the stockholders party thereto. Pursuant to the Voting Agreements, the Reporting Persons may be deemed to be a member of a "group" within the meaning of Rule 13d-5(b) and beneficially own securities beneficially owned by the parties to the Voting Agreements. The filing of this Statement shall not be deemed an admission of membership in any such "group" or of beneficial ownership of the securities beneficially owned by such parties, for purposes of Section 13(d) or 13(g) or for any other purpose. The responses to Items 5 through 9 of the cover page to this Statement do not reflect any securities beneficially owned by parties subject to the Voting Agreements.
As a result of the foregoing, the Reporting Persons may be deemed to beneficially own an aggregate of 105,542,882 shares of Common Stock, or 81.38% of shares of Common Stock outstanding. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 Joint Filing Agreement, dated as of May 15, 2026. |