York Space Systems (NYSE: YSS) details $67M Solestial acquisition mix

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

York Space Systems Inc. filed an amended report to update details of its recent acquisition of Solestial, Inc.. The company now discloses that, at the June 4, 2026 closing, it issued 1,703,577 common shares at a negotiated value of $34.00 per share, as part of the merger consideration.

The acquisition purchase price was approximately $67 million, paid to the seller at closing through a mix of cash and stock. The shares were issued in an unregistered transaction relying on exemptions from registration under the Securities Act, including Section 4(a)(2) and Regulation D. Other terms of the original report remain unchanged, and the filing includes customary forward-looking statement cautions relating to the transaction and the company’s future plans.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued as consideration: 1,703,577 shares Negotiated share value: $34.00 per share Acquisition purchase price: approximately $67 million +2 more

5 metrics

Shares issued as consideration 1,703,577 shares Common stock issued at Solestial acquisition closing on June 4, 2026

Negotiated share value $34.00 per share Valuation used for York Space Systems common stock in Solestial deal

Acquisition purchase price approximately $67 million Total consideration for Solestial, Inc. paid at closing in cash and stock

Closing date June 4, 2026 Date the Solestial acquisition was completed

Original report filing date May 19, 2026 Date of the original report later amended by this filing

Key Terms

Unregistered Sales of Equity Securities, Section 4(a)(2), Regulation D, forward-looking statements, +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Section 4(a)(2) regulatory

"including those under Section 4(a)(2) thereof or Regulation D promulgated thereunder."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"including those under Section 4(a)(2) thereof or Regulation D promulgated thereunder."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

forward-looking statements regulatory

"This ... contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

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Understanding 8-K Material Events →

06/04/2026 - 08:52 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

YORK SPACE SYSTEMS INC.

(Exact name of registrant as specified in its charter)


Delaware	001-43088	39-4190941
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6060 S Willow Drive 80111

Greenwood Village, CO


(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (720) 537-2655


Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	YSS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) is being filed by York Space Systems Inc., a Delaware corporation (the “Company”) for the purpose of amending and supplementing Item 3.02 of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission on May 19, 2026 (the “Original Form 8-K”). This Amendment is being filed to update the number of shares of the Company's common stock, par value $0.0001 per share (the “Company Shares”) that were issued as merger consideration in connection with the Company’s acquisition of Solestial, Inc. (the “Acquisition”). No other changes have been made to the Original Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 3.02 of the Original Form 8-K is hereby supplemented as follows:

On June 4, 2026, the Company closed the Acquisition with the issuance of 1,703,577 Company Shares using a negotiated value of $34.00 per share and paid with a mix of cash and stock for a purchase price of approximately $67 million paid to the seller at closing. The Company Shares were issued pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended, including those under Section 4(a)(2) thereof or Regulation D promulgated thereunder.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which include all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, including strategies or plans as they relate to the recently completed transaction. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the effect of the announcement or pendency of the transaction on the Company’s stock price, business relationships, operating results and business generally; (vi) risks that the transaction may disrupt the Company’s current business plans and operations; and (vii) other risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. All such factors are difficult to predict and are beyond the Company’s control. While the list of risks and uncertainties presented here is considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the proposed transaction and/or the Company’s consolidated financial condition or results of operations. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this Current Report on Form 8-K will prove to be accurate, and you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

YORK SPACE SYSTEMS INC.

Date: June 4, 2026

By: /s/ Monica Palko

Name: Monica Palko

Title: Chief Legal & Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What does York Space Systems (YSS) change in this amended filing?

York Space Systems updates the share component of its Solestial acquisition. The amendment clarifies how many common shares were issued and at what negotiated value, while leaving all other terms from the earlier report unchanged.

How many York Space Systems shares were issued for the Solestial acquisition?

York Space Systems issued 1,703,577 common shares for the Solestial deal. These shares formed part of the merger consideration paid at closing, alongside cash, to reach an overall purchase price of about $67 million.

What was the purchase price York Space Systems paid for Solestial, Inc.?

York Space Systems paid approximately $67 million to acquire Solestial. This amount was delivered at closing using a mix of cash and 1,703,577 common shares valued at $34.00 per share under the negotiated merger terms.

At what price were York Space Systems shares valued in the Solestial deal?

The Solestial acquisition valued York Space Systems shares at $34.00 each. The company used this negotiated per-share value when issuing 1,703,577 common shares as part of the approximately $67 million purchase price at closing.

Were the York Space Systems shares issued in the Solestial acquisition registered?

No, the York Space Systems shares issued were unregistered. The company relied on exemptions from registration under the Securities Act of 1933, including Section 4(a)(2) and Regulation D, to issue the merger consideration shares.

When did York Space Systems close its acquisition of Solestial, Inc.?

York Space Systems closed the Solestial acquisition on June 4, 2026. On that date, the company delivered the agreed purchase price of about $67 million using a mix of cash and 1,703,577 unregistered common shares.

Filing Exhibits & Attachments

3 documents