York Space Systems (NYSE: YSS) buys Orbion with cash plus 2.8M shares

Rhea-AI Filing Summary

York Space Systems Inc. disclosed that it signed an Agreement and Plan of Merger to acquire Orbion Space Technology, Inc. on March 6, 2026. York is purchasing all of Orbion’s outstanding equity interests using a mix of cash and 2,812,141 shares of its common stock as consideration.

The stock portion of the deal is subject to transfer restrictions under the merger agreement, meaning the new shares cannot be freely traded immediately. These shares were issued in a private transaction relying on the Section 4(a)(2) exemption from Securities Act registration, indicating the issuance did not involve a public offering.

Insights

M&A and capital markets analyst

York is acquiring Orbion using cash plus 2.8M restricted shares in a private deal.

The transaction gives York Space Systems full ownership of Orbion Space Technology, paying with both cash and 2,812,141 shares of common stock. Using stock as part of the consideration conserves cash while aligning Orbion sellers with York’s future performance.

The issued shares are restricted under the merger agreement and were sold under a Section 4(a)(2) private-offering exemption, so they cannot be freely resold like publicly registered stock. Actual impact on York’s share float and governance will depend on the timing and terms of any future resales after restrictions lapse.

false 0002086587 0002086587 2026-03-06 2026-03-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 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
Greenwood Village, CO		80111
(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. ☐

Item 3.02. Unregistered Sales of Equity Securities.

On March 6, 2026, York Space Systems Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orbion Merger Sub, Inc., a Delaware corporation, Orbion Space Technology, Inc., a Delaware corporation (“Orbion”), and the sellers’ representative named therein. Pursuant to the Merger Agreement, the Company acquired all of the issued and outstanding equity interests of Orbion in exchange for consideration consisting of cash and 2,812,141 shares of common stock of the Company (the “Stock Consideration”). The Stock Consideration is subject to restrictions on transfer under the Merger Agreement.

The Stock Consideration was issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering.

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: March 9, 2026				By:		/s/ Monica Palko
				Name:		Monica Palko
				Title:		Chief Legal and Administrative Officer

FAQ

What transaction did York Space Systems Inc. (YSS) announce regarding Orbion Space Technology?

York Space Systems announced it entered a merger agreement to acquire all outstanding equity interests of Orbion Space Technology. The consideration includes cash plus 2,812,141 shares of York common stock, giving York full ownership of Orbion’s business and operations after completion of the merger structure.

How many York Space Systems (YSS) shares are being issued in the Orbion acquisition?

York Space Systems is issuing 2,812,141 shares of its common stock as part of the Orbion acquisition consideration. These shares form the stock component of the purchase price, alongside cash, and will be subject to contractual restrictions on transfer under the merger agreement’s terms.

Are the new York Space Systems (YSS) shares for the Orbion deal freely tradable?

The 2,812,141 new York Space Systems shares issued for the Orbion deal are not freely tradable initially. They are subject to transfer restrictions in the merger agreement, limiting how and when Orbion’s former owners can sell or otherwise transfer these shares into the market.

Under what securities law exemption were York Space Systems (YSS) shares issued for the Orbion acquisition?

York Space Systems issued the Orbion acquisition shares under the Section 4(a)(2) exemption of the Securities Act of 1933. This exemption covers transactions by an issuer not involving a public offering, meaning the stock consideration was provided in a private placement rather than a registered public sale.

What does the Orbion merger mean for York Space Systems’ ownership structure?

The Orbion merger adds new shareholders who receive 2,812,141 York shares as consideration. While these shares are initially restricted, they represent additional equity interests in York, potentially affecting overall ownership distribution once transfer limits ease and any resales or transfers eventually occur.

Who signed the York Space Systems (YSS) Orbion merger disclosure on behalf of the company?

The Orbion merger disclosure was signed on behalf of York Space Systems by Monica Palko. She signed in her capacity as the company’s Chief Legal and Administrative Officer, indicating executive-level authorization and responsibility for the accuracy of the reported transaction information.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB