Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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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(Amendment No. 1)*
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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)
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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. | 485924104 |
| 1 | Names of Reporting Persons
KHIS Custodian LP | ||||||||
| 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
11,455,225.00 | ||||||||
| 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)
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
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
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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
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
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| 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: |
| ||||||||
| 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
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| 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);
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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:
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. %
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| (c) | Number of shares as to which the person has:
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| (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
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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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