Sky Harbour Group Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Sky Harbour (SKYH) filed an 8-K on 10/25 detailing a material agreement and equity sales.

AI Summary

Sky Harbour Group Corp. announced on October 25, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. This filing follows a name change from Yellowstone Acquisition Co. on September 3, 2020.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.

Risk Assessment

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

Key Players & Entities

• Sky Harbour Group Corp. (company) — Registrant
• Yellowstone Acquisition Co. (company) — Former Company Name
• October 25, 2024 (date) — Date of Report
• September 3, 2020 (date) — Date of Name Change

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. On October 25, 2024, certain additiona
• $5,734,998.00 — es") for an aggregate purchase price of $5,734,998.00. The initial closing under the Purchase
• $37,580,005 — tors for an aggregate purchase price of $37,580,005.00, on October 25, 2024 (the "Initial C
• $37,580,005.00 — or an aggregate purchase price of up to $37,580,005.00 (the "Second Closing"). Each Investor h
• $9.50 — Closing, at the same purchase price of $9.50 per share. The amount of Second Closing

Filing Documents

• ysac20241024_8k.htm (8-K) — 41KB
• ex_737099.htm (EX-10.1) — 151KB
• ex_738189.htm (EX-99.1) — 11KB
• 0001437749-24-032200.txt ( ) — 396KB
• skyh-20241025.xsd (EX-101.SCH) — 4KB
• skyh-20241025_def.xml (EX-101.DEF) — 14KB
• skyh-20241025_lab.xml (EX-101.LAB) — 19KB
• skyh-20241025_pre.xml (EX-101.PRE) — 14KB
• ysac20241024_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on September 16, 2024, Sky Harbour Group Corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (collectively, the "Initial Investors") relating to, among other things, the issuance and sale to the Initial 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. On October 25, 2024, certain additional investors ("Additional Investors" and, together with the Initial Investors, the "Investors") each executed a joinder to the Purchase Agreement, pursuant to which the Additional Investors agreed to purchase, and the Company agreed to sell, an aggregate of 603,684 additional shares of Class A Common Stock at the initial closing (the together with the Initial PIPE Shares, the "First Closing PIPE Shares") for an aggregate purchase price of $5,734,998.00. The initial closing under the Purchase Agreement occurred on October 25, 2024, and 3,955,790 First Closing PIPE Shares were issued to the Investors for an aggregate purchase price of $37,580,005.00, on October 25, 2024 (the "Initial Closing Date"). The Investors have the option to purchase up to an aggregate of 3,955,790 shares of Class A Common Stock (the "Second Closing PIPE Shares") for an aggregate purchase price of up to $37,580,005.00 (the "Second Closing"). 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 Initial Investor's Initial PIPE Shares purchased in the Initial Closing, at the same purchase price of $9.50 per share. 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

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 First Closing PIPE Shares were, and the Second Closing PIPE Shares will be, 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 acquired the First Closing PIPE Shares, and will acquire the Second Closing PIPE Shares, if any, 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 First Closing PIPE Shares have not been, and at the time of the Second Closing the Second Closing PIPE Shares will not be, registered under the Securities Act and such PIPE Shares 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 Shares, shares of Class A Common Stock or any other securities of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 28, 2024, the Company issued a press release announcing the Initial Closing. 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 Registration Rights Agreement, dated as of October 25, 2024 by and among Sky Harbour Group Corporation and the Investors named therein. 99.1 Press Release of Sky Harbour Group Corporation, dated October 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: October 28, 2024 SKY HARBOUR GROUP CORPORATION By: /s/ Tal Keinan Name: Tal Keinan Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR