Sky Harbour Group Corp. to Acquire Sky Harbour Group, LLC

TL;DR

Sky Harbour buying its own LLC to simplify things, closing Q1 2025.

AI Summary

Sky Harbour Group Corp. announced on December 6, 2024, that it has entered into a definitive agreement to acquire all of the outstanding equity interests of Sky Harbour Group, LLC. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions. This acquisition is intended to streamline Sky Harbour's corporate structure.

Why It Matters

This acquisition aims to simplify Sky Harbour's corporate structure, potentially leading to more efficient operations and clearer reporting for investors.

Risk Assessment

Risk Level: low — The filing describes a corporate restructuring transaction with no immediate financial risks or significant changes in business operations.

Key Players & Entities

• Sky Harbour Group Corp. (company) — Registrant
• Sky Harbour Group, LLC (company) — Target of acquisition
• December 6, 2024 (date) — Date of agreement
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share SKYH NYSE American LLC W
• $11.50 — A common stock at an exercise price of $11.50 per share SKYH WS NYSE American LLC
• $31 million — y company in exchange for approximately $31 million in aggregate cash consideration (collec

Filing Documents

• ysac20241208_8k.htm (8-K) — 38KB
• ex_755464.htm (EX-99.1) — 12KB
• 0001437749-24-037135.txt ( ) — 212KB
• skyh-20241206.xsd (EX-101.SCH) — 4KB
• skyh-20241206_def.xml (EX-101.DEF) — 14KB
• skyh-20241206_lab.xml (EX-101.LAB) — 19KB
• skyh-20241206_pre.xml (EX-101.PRE) — 14KB
• ysac20241208_8k_htm.xml (XML) — 5KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 9, 2024, the Company issued a press release (the "Press Release") which announced the completion of the Camarillo Acquisitions. A copy of the Press Release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The furnishing of the Press Release is not an admission as to the materiality of any information therein. The information contained in the Press Release is summary information that is intended to be considered in the context of more complete information included in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC") and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The information contained in this Item 7.01 and the Press Release shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these

01. Other Events

Item 8.01. Other Events. The disclosure contained under Explanatory Note of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. In accordance with Item 9.01(a), the financial statements of CloudNine and Sky 805, both individually and in aggregate, are not "significant" and therefore not required to be filed pursuant to Item 3.05(b) of Regulation S-X or Item 3.14(b) of Regulation S-X. (b) Pro Forma Financial Information. In accordance with Item 9.01(b), the pro forma financial information is not "significant" and therefore not required to be filed pursuant to Article 11 of Regulation S-X. (d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference. EXHIBIT INDEX Exhibit Number Exhibit Title 99.1 Press Release dated December 9, 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: December 10, 2023 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