Sky Harbour Group Corp. Files 8-K with Material Agreements

TL;DR

Sky Harbour Group Corp. filed an 8-K detailing material agreements and equity sales.

AI Summary

Sky Harbour Group Corp. entered into a material definitive agreement on September 16, 2024. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. Financial statements and exhibits were filed as part of this report.

Why It Matters

This filing indicates significant corporate actions and potential financial transactions for Sky Harbour Group Corp., which could impact its stock performance and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Sky Harbour Group Corp. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39648 (commission_file_number) — SEC File Number
• 85-2732947 (irs_number) — IRS Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share SKYH NYSE American LLC
• $11.50 — A common stock at an exercise price of $11.50 per share SKYH WS NYSE American LLC
• $31,845,007.00 — ck") for an aggregate purchase price of $31,845,007.00 (the "Initial Closing"), and (ii) agree
• $9.50 — Closing, at the same purchase price of $9.50 per share. The Initial Closing is expe
• $127,000,000 — ption amount in the Financing to exceed $127,000,000. The price per share paid by Additional
• $9 — vestors may be equal to or greater than $9.50, and the Second Closing PIPE Shares

Filing Documents

• ysac20240917_8k.htm (8-K) — 43KB
• ex_724729.htm (EX-10.1) — 352KB
• ex_724730.htm (EX-99.1) — 18KB
• 0001437749-24-029335.txt ( ) — 651KB
• skyh-20240916.xsd (EX-101.SCH) — 4KB
• skyh-20240916_def.xml (EX-101.DEF) — 14KB
• skyh-20240916_lab.xml (EX-101.LAB) — 19KB
• skyh-20240916_pre.xml (EX-101.PRE) — 14KB
• ysac20240917_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Private Placement and Securities Purchase Agreement On September 16, 2024, Sky Harbour Group Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (collectively, the "Investors"), pursuant to which the Company (i) agreed to sell and issue to the Investors at an initial closing an aggregate of 3,352,106 shares (the "Initial PIPE Shares") of the Company's Class A common stock, par value $0.0001 per share ("Class A Common Stock") for an aggregate purchase price of $31,845,007.00 (the "Initial Closing"), and (ii) agreed to sell and issue to the Investors at a second closing, at the option of the Investors, up to an aggregate of 3,352,106 shares of Class A Common Stock (the "Second Closing PIPE Shares") for an aggregate purchase price of up to $31,845,007.00 (the "Second Closing" and, together with the Initial Closing, the "Financing"). Each Investor has the option to purchase in the Second Closing up to a number of Second Closing PIPE Shares equal to the number of such Investor's Initial PIPE Shares to be purchased in the Initial Closing, at the same purchase price of $9.50 per share. The Initial Closing is expected to occur no earlier than October 15, 2024 and no later than October 25, 2024 (the "Initial Closing Date"), subject to customary closing conditions. The amount of Second Closing PIPE Shares, if any, to be issued at the Second Closing will be determined by each Investor in its sole discretion pursuant to each of their allocations, and the Second Closing will occur, if at all, at the sole discretion of the Investors, on or before December 20, 2024 (the "Second Closing Date"), subject to customary closing conditions. To the extent any Investor does not elect to purchase its full allocation of Second Closing PIPE Shares, such Second Closing PIPE Shares (the "Shortfall Shares") may be purchased by other Investors who have elected to purc

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The PIPE Securities are being, offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an "accredited investor," as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws. The PIPE Securities will not be, registered under the Securities Act and such PIPE Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the PIPE Securities, shares of Class A Common Stock or any other securities of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 16, 2024, the Company issued a press release announcing the Financing. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the information in the presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information in the presentation attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference. EXHIBIT INDEX Exhibit Number Exhibit Title 10.1# Form of Securities Purchase Agreement, dated as of September 16, 2024 by and among Sky Harbour Group Corporation and the Investors named therein. 99.1 Press Release of Sky Harbour Group Corporation, dated September 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # Certain exhibits or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. SIGNATURE 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. Dated: September 16, 2024 SKY HARBOUR GROUP CORPORATION By: /s/ Tal Keinan Name: Tal Keinan Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR