Karman Holdings Inc. (KRMN): An amended Schedule 13G reports that KHIS Custodian LP beneficially owns 11,455,225 shares of common stock, representing 8.7% of the class, with shared voting and dispositive power and no sole power.
The filing explains that on July 25, 2025, TCFIII Spaceco SPV LP sold in a registered underwritten offering or distributed in-kind all Karman shares to Trive Capital Fund III LP and Trive Capital Fund III-A LP, which then distributed those shares to their partners. As a result, Trive Fund III and Trive Fund III-A each report 0% beneficial ownership. Certain limited partners asked the former manager (now KHIS Custodian LP) to continue managing their shares and some had not transferred shares to individual accounts by September 30, 2025, so KHIS Custodian LP may be deemed to have shared voting and dispositive power. Shares outstanding were 132,322,435 as of October 30, 2025.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Karman Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
485924104
(CUSIP Number)
09/30/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
485924104
1
Names of Reporting Persons
KHIS Custodian LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,455,225.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,455,225.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,455,225.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Rows 6, 8 and 9: On July 25, 2025, TCFIII Spaceco SPV LP ("Spaceco") sold in a registered underwritten offering or distributed in-kind to Trive Capital Fund III LP ("Trive Fund III") and Trive Capital Fund III-A ("Trive Fund III-A") all common shares (the "Common Shares") of Karman Holdings Inc. (the "Issuer") held by that entity. Trive Fund III and Trive Fund III-A each then effected a distribution in-kind of such Common Shares to its partners (each a "Trive LP"). Following that sale and distribution in-kind, none of Spaceco, Trive Fund III and Trive Fund III-A has any pecuniary interest in any Common Shares. Certain Trive LPs requested that Spaceco continue to manage Common Shares following the distributions in-kind. Additionally, certain Trive LPs did not establish their own accounts and/or transfer the distributed Common Shares to those accounts prior to September 30, 2025. As a result, KHIS Custodian LP (formerly known as Spaceco) may be deemed to continue to have voting and dispositive power over such Common Shares. Trive Fund III and Trive Fund III-A have no interest in or control over KHIS Custodian LP and KHIS Custodian LP does has not have any pecuniary interest in any shares of the Issuer.
Row 11: Based on 132,322,435 shares outstanding as of October 30, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13G
CUSIP No.
485924104
1
Names of Reporting Persons
Trive Capital Fund III LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Rows 6, 8 and 9: On July 25, 2025, Spaceco sold in a registered underwritten offering or distributed in-kind to Trive Fund III and Trive Fund III-A all Common Shares held by that entity. Trive Fund III and Trive Fund III-A each then effected a distribution in-kind of such Common Shares to the Trive LPs. Following that sale and distribution in-kind, none of Spaceco, Trive Fund III and Trive Fund III-A has any pecuniary interest in any Common Shares. Certain Trive LPs requested that Spaceco continue to manage Common Shares following the distributions in-kind. Additionally, certain Trive LPs did not establish their own accounts and/or transfer the distributed Common Shares to those accounts prior to September 30, 2025. As a result, KHIS Custodian LP (formerly known as Spaceco) may be deemed to continue to have voting and dispositive power over such Common Shares. Trive Fund III and Trive Fund III-A have no interest in or control over KHIS Custodian LP and KHIS Custodian LP does not have any pecuniary interest in any shares of the Issuer.
Row 11: Based on 132,322,435 shares outstanding as of October 30, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13G
CUSIP No.
485924104
1
Names of Reporting Persons
Trive Capital Fund III-A LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Rows 6, 8 and 9: On July 25, 2025, Spaceco sold in a registered underwritten offering or distributed in-kind to Trive Fund III and Trive Fund III-A all Common Shares held by that entity. Trive Fund III and Trive Fund III-A each then effected a distribution in-kind of such Common Shares to the Trive LPs. Following that sale and distribution in-kind, none of Spaceco, Trive Fund III and Trive Fund III-A has any pecuniary interest in any Common Shares. Certain Trive LPs requested that Spaceco continue to manage Common Shares following the distributions in-kind. Additionally, certain Trive LPs did not establish their own accounts and/or transfer the distributed Common Shares to those accounts prior to September 30, 2025. As a result, KHIS Custodian LP (formerly known as Spaceco) may be deemed to continue to have voting and dispositive power over such Common Shares. Trive Fund III and Trive Fund III-A have no interest in or control over KHIS Custodian LP and KHIS Custodian LP does not have any pecuniary interest in any shares of the Issuer.
Row 11: Based on 132,322,435 shares outstanding as of October 30, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Karman Holdings Inc.
(b)
Address of issuer's principal executive offices:
5351 Argosy Avenue, Huntington Beach CA 92649
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
KHIS Custodian LP
Trive Capital Fund III LP ("Trive Fund III")
Trive Capital Fund III-A LP ("Trive Fund III-A")
(b)
Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is 2021 McKinney Avenue, Suite 1200, Dallas, Texas, 75201
(c)
Citizenship:
For each of the Reporting Persons: Delaware
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
485924104
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
11,455,225
On July 25, 2025, TCFIII Spaceco SPV LP ("Spaceco") sold in a registered underwritten offering or distributed in-kind to Trive Fund III and Trive Fund III-A all common shares (the "Common Shares") of Karman Holdings Inc. (the "Issuer") held by that entity. Trive Fund III and Trive Fund III-A each then effected a distribution in-kind of such Common Shares to its partners (each a "Trive LP"). Following that sale and distribution in-kind, none of Spaceco, Trive Fund III and Trive Fund III-A has any pecuniary interest in any Common Shares. Certain Trive LPs requested that Spaceco continue to manage Common Shares following the distributions in-kind. Additionally, certain Trive LPs did not establish their own accounts and/or transfer the distributed Common Shares to those accounts prior to September 30, 2025. As a result, KHIS Custodian LP (formerly known as Spaceco) may be deemed to continue to have voting and dispositive power over such Common Shares. Trive Fund III and Trive Fund III-A have no interest in or control over KHIS Custodian LP and KHIS Custodian LP does not have any pecuniary interest in any shares of the Issuer.
KHIS Custodian GP LLC is the general partner of KHIS Custodian LP. Trive Capital Holdings LLC ("Trive Holdings") is the sole managing member of KHIS Custodian GP LLC and has voting control over KHIS Custodian GP LLC. Each of Messrs. Conner Searcy and Christopher Zugaro, as a manager of Trive Holdings, has voting control over Trive Holdings. As a result of the foregoing, each of Mr. Searcy, Mr. Zugaro, Trive Holdings, and KHIS Custodian GP LLC may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities over which KHIS Custodian LP has beneficial ownership. Each of KHIS Custodian GP LLC, Trive Holdings and Messrs. Searcy and Zugaro disclaims beneficial ownership of any shares of Common Stock beneficially owned by KHIS Custodian LP.
(b)
Percent of class:
8.7%. Based on 132,322,435 shares outstanding as of October 30, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
11,455,225
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
11,455,225
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
KHIS Custodian LP
Signature:
By: KHIS Custodian GP LLC, its general partner and and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy
Name/Title:
Conner Searcy, Managing Partner
Date:
11/14/2025
Trive Capital Fund III LP
Signature:
By: Trive Capital Fund III GP LLC, its general partner and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy
Name/Title:
Conner Searcy, Managing Partner
Date:
11/14/2025
Trive Capital Fund III-A LP
Signature:
By: Trive Capital Fund III GP LLC, its general partner and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy
What ownership did KHIS Custodian LP report in KRMN?
KHIS Custodian LP reported beneficial ownership of 11,455,225 Karman Holdings shares, or 8.7% of the common stock, with shared voting and dispositive power.
Do Trive Capital Fund III LP and III-A LP still own KRMN shares?
Both Trive Capital Fund III LP and Trive Capital Fund III-A LP reported 0% beneficial ownership following in-kind distributions to their partners.
Why does KHIS Custodian LP have voting/dispositive power over certain shares?
Certain Trive LPs requested ongoing management and some had not transferred shares by September 30, 2025, so KHIS Custodian LP may be deemed to have shared power.
What is Karman Holdings’ share count referenced in the filing?
The filing references 132,322,435 shares outstanding as of October 30, 2025.
What event led to the ownership changes reported?
On July 25, 2025, Spaceco sold in a registered underwritten offering or distributed in-kind all held shares to Trive Fund III and Trive Fund III-A, which then distributed them to partners.
Does KHIS Custodian LP claim an economic interest in KRMN shares?
The filing states KHIS Custodian LP does not have any pecuniary interest in shares of the issuer.
