As filed with the Securities and Exchange Commission on March 27, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sky Harbour Group Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware |
| 85-2732947 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
136 Tower Road, Suite 205
Westchester County Airport
White Plains, NY 10604
Tel: (212) 554-5990
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Tal Keinan
Chief Executive Officer
Sky Harbour Group Corporation
136 Tower Road, Suite 205
Westchester County Airport
White Plains, NY 10604
Tel: (212) 554-5990
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With Copies to:
John Hensley
Morrison & Foerster LLP
300 Colorado Street, Suite 1800
Austin, TX 78701
Tel: (512) 617-0650
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (“Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said sectionSection 8(a), may determine.
EXPLANATORY NOTE
This registration statement contains two prospectuses:
● | a base prospectus which covers the offering, issuance and sale of such indeterminate number of shares of common stock, preferred stock, depositary shares, warrants, and units, which together shall have an aggregate initial offering price not to exceed $200,000,000; and |
● | a sales agreement prospectus covering the offering, issuance and sale of shares of the registrant’s Class A Common Stock that, may be issued and sold under a sales agreement, between the registrant and B. Riley Securities, Inc. in an aggregate amount of up to $100,000,000. |
The informationbase prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in this preliminarya prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus. The common stock that may be offered, issued and sold under the sales agreement prospectus is not complete andincluded in the $200,000,000 of securities that may be changed. Neither we noroffered, issued and sold by the Selling Securityholders may sell these securities untilregistrant under the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.base prospectus.
| The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
PROSPECTUS, SUBJECT TO COMPLETION,— DATED MARCH 27, 2024
PRELIMINARY PROSPECTUS
SKY HARBOUR GROUP CORPORATION10,897,926 SHARES OF CLASS A COMMON STOCK
1,541,600 WARRANTS
This prospectus relates to the offer and resale$200,000,000
Common Stock
Preferred Stock
Depositary Shares
Warrants
Units
We may from time to time offer and sell common stock, preferred stock, depositary shares, warrants, and units, having an aggregate offering price of (a) up to 10,897,926 shares (the “Shares”)$200,000,000. We may offer and sell these securities separately or together in any combination. We may offer and sell these securities to or through underwriters, directly to investors or through agents. We will specify the terms of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)the securities, and the names of Sky Harbour Group Corporation (the “Company”) by the selling securityholders named herein (the “Selling Securityholders”), which consist of (i) upany underwriters or agents and their respective compensation, in supplements to 8,893,846 outstanding shares ofthis prospectus. Our Class A Common Stock and (ii) up to 2,004,080 shares of Class A Common Stock issuable upon exercise of the Warrants (as defined below) and (b) up to 1,541,600 warrants to purchase shares of Class A Common Stock (the “Warrants” and, together with the Shares, the “Securities”). We will not receive any cash proceeds from any sale of the Securities by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash.
The Securities offered herein were issued in a private placement pursuant to that certain Securities Purchase Agreement, dated as of November 1, 2023, by and between the Company and the Selling Securityholders (the “Purchase Agreement”). We are registering the resale of the Securities to permit the Selling Securityholders to sell such Securities without restriction in the open market. However, the registration of the Securities hereunder does not necessarily mean that the Selling Securityholders will sell the Securities. The Selling Securityholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the Securities offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 15 for a description of how the Selling Securityholders may dispose of the Securities covered by this prospectus.
We will pay all expenses incident to the registration of the potential resale of the Securities offered herein (other than for any discounts or commissions to any underwriter or broker attributable to the sale of shares of our common stock or any fees or expenses incurred by a holder of shares of our common stock that, according to the written instructions of any regulatory authority, we are not permitted to pay).
Our shares of Class A Common Stock andPublic Warrants are listed on the New York Stock Exchange American LLC (the “NYSE American”) under the symbols “SKYH” and “SKYH WS,” respectively. On March 26, 2024 the closing sale price
You should read this prospectus and any prospectus supplement carefully before you invest in any of our Class A Common Stock was $12.93 per share, and the closing sale price of our Warrants was $1.81 per warrant.securities.
SeeInvesting in our securities involves a high degree of risk. You should carefully consider the section entitledrisk factors described in the applicable prospectus supplement and certain of our filings with the Securities and Exchange Commission, as described under “Risk Factors” beginning on page 4 of this3.
This prospectus and in other documents that are incorporatedmay not be used to offer or sell any securities unless accompanied by reference in thisa prospectus to read about factors you should consider before buying our securities.supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2024.
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You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.
This prospectus is part of a registration statement on Form S-3 that we filed with the SECSecurities and Exchange Commission (the “SEC”) using thea “shelf” registration process. Under this shelf registration process, the Selling Securityholderswe may from time to time, sell the Securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholderscombination of the securities offered by them described in this prospectus except with respectin one or more offerings up to amounts received by us upon exercisea total dollar amount of $200,000,000. We have provided to you in this prospectus a general description of the Warrantssecurities we may offer. Each time we sell securities under this shelf registration process, we will provide a prospectus supplement that will contain specific information about the terms of the offering. We may also add, update or change in the prospectus supplement or any “free writing prospectus” we may authorize to be delivered to you any of the information contained in this prospectus. To the extent such Warrants are exercised for cash.
Neither we northere is a conflict between the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicableand the prospectus supplement or any free writing prospectus preparedwe may authorize to be delivered to you, you should rely on the information in the prospectus supplement or free writing prospectus, as the case may be, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or on behalf of usany prospectus supplement—the statement in the document having the later date modifies or to which we have referred you. Neither we norsupersedes the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other informationearlier statement.
An investment in our securities involves certain risks that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale of such securities is not permitted.should be carefully considered by prospective investors. See “Risk Factors.”
We may also provide a prospectus supplement or post-effective amendment to the registration statement to addincorporate by reference important business and financial information to, or update or change information contained in, this prospectus. You should read bothabout us into this prospectus and any applicable prospectus supplement or post-effective amendmentany free writing prospectus we may authorize to be delivered to you. You may obtain the registration statement together with the additional information to which we refer you in the sections ofincorporated by reference into this prospectus entitledwithout charge by following the instructions under “Where You Can Find More Information”Information.” You should carefully read this prospectus and any prospectus supplement and any free writing prospectus we may authorize to be delivered to you as well as additional information described under “Incorporation of Certain Information by Reference.”
Unless the context indicates otherwise, references in this prospectus to the terms the “Company,” “SHG Corporation,” “Registrant,” “we,” “us” and “our” refer to the entity formerly named Yellowstone Acquisition Company, after giving effect to the Business Combination, and as renamed Sky Harbour Group Corporation. The terms “Yellowstone” and “YAC” are to our company prior to the completion of the Business Combination.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Thisthe date of this prospectus and any accompanying prospectus supplement, as well asthe information in the documents incorporated by reference therein, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and releases issued by the SEC and within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “might,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:
expectations regarding the Company’s strategies and future financial performance, including the Company’s future business plans or objectives, prospective performance and commercial opportunities and competitors, services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s ability to invest in growth initiatives;
the effects of general economic conditions, including inflation, interest rates levels, and availability of construction materials for our development projects;
our limited operating history makes it difficult to predict future revenues and operating results;
financial projections may not prove to be reflective of actual financial results;
our ability to implement our construction costs mitigation strategies;
changes in applicable laws or regulations;
the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors;
our financial performance; and
other risk factors included under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”).
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a numberis accurate only as of risks, uncertainties (somethe date the documents were filed with the SEC, regardless of which are beyond our control) and other assumptions that may cause actual resultsthe time of delivery of this prospectus or performance to be materially different from those expressedthe time of issuance or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or moreresale of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actualsecurities. Our business, financial condition, results of operations financial condition and liquidity, and developments in the industry in which we operateprospects may differ materially fromhave changed since those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.dates.
This summary highlights selected information appearing elsewhere or incorporated by reference in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. Before making an investment decision, you should carefully read this entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the information set forth under the heading “Risk Factors” and our financial statements and related notes and other information that we incorporate by reference herein, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Unless the context indicates otherwise, references in this prospectus to the terms the “Company,” “SHG Corporation,” “Registrant,” “we,” “us” and “our” refer to the entity formerly named Yellowstone Acquisition Company, after giving effect to the Business Combination, and as renamed Sky Harbour Group Corporation. The terms “Yellowstone” and “YAC” are to our company prior to the completion of the Business Combination.
The Company
We are an aviation infrastructure development company building the first nationwide network of home basing hangar campuses for business aircraft. We develop, lease and manage general aviation hangars across the United States, targeting airfields in markets with significant aircraft populations and high hangar demand. Our home basing hangar campuses feature exclusive private hangars and a full suite of dedicated services specifically optimized for home-based, versus transient, aircraft.
The physical footprint of the U.S. business aviation fleet grew by almost 28 million square feet in the ten years preceding the beginning of the COVID-19 pandemic, with hangar supply lagging dramatically, especially in key growth markets. As the fleet of private jets in the United States continues to grow, with recent new aircraft deliveries exceeding retirements, demand for hangar space is at a premium in part because new jets require more square footage of hangar space and the pace of new hangar construction has lagged behind the demand. The cumulative square footage of the business aircraft fleet in the United States increased 50% between 2010 and 2021. Moreover, over that same period, there was an 81% increase in the square footage of larger private jets – those with greater than a 24-foot tail height. A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth over $275 billion expected to be delivered between 2024 and 2033, further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft is over $49 billion.
These larger footprint aircraft do not fit in much of the existing hangar infrastructure and impose stacking challenges and constraints in the traditional shared or community hangars operated by fixed-base operators (“FBO”). The addition of winglets (the vertical extensions on aircraft wingtips) on most modern business jets inhibits wing-over-wing storage. Aircraft hangars are in high demand and short supply, with some airports compiling waiting lists that can exceed several years.
We believe our scalable, real estate-centric business model is uniquely positioned to capture this market opportunity and address the increased imbalance between the supply and demand for private jet storage. We intend to capitalize on the existing hangar supply constraints at major U.S. airports by targeting high-end tenants in markets where there is a shortage of private and FBO hangar space, or where such hangars are or are becoming obsolete.
We expect to realize economies of scale in construction through a prototype hangar design replicated at home basing hangar campuses across the United States. This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation. Unlike a service company, our revenues are mostly derived from long-term rental agreements, offering stability and forward visibility of revenues and cash flows. This allows us to fund our development through the public bond market, providing capital efficiency and mitigating refinance risk.
In contrast with community hangars and other facilities provided by FBOs, the home basing hangar campuses we develop provide the following features and services:
• | private hangar space for exclusive use of the tenant; | |
• | adjoining configurable lounge and office suites; | |
• | line crews and services dedicated exclusively to tenants; | |
• | climate control to mitigate condensation and associated corrosion; | |
• | features to support in-hangar aircraft maintenance; | |
• | no-foam fire suppression; and | |
• | customized software to provide security, control access and monitor hangar space. |
We use a standard set of proprietary prototype hangar designs, which are intended to deliver high quality business aviation facilities, lower construction costs, minimize development risk, expedite permit issuance, and facilitate the implementation of refinements across its portfolio. Hangar features include:
• | the ability to accommodate heavy business jets in single configuration, medium jets in twin or triplet configuration, or light jets in multi-configuration; | |
• | compliance with National Fire Protection Association 409 Group III fire code, eliminating foam fire protection systems, resulting in lower construction costs and operating expenses, as well as eliminating accidental foam discharges and the resultant negative effects on aircraft maintenance and resale value; | |
• | high-voltage capability, industrial drainage and impervious floors that support in-hangar maintenance and inspections; and | |
• | control through smartphone application. |
Our product strategy aims to attract tenants with exclusive access to their aircraft, minimize the risk of damage to aircraft, provide increased access, security and control, facilitate maintenance, and improve pre-flight and post-flight convenience. We believe that with no transient traffic, our home basing hangar campuses offer a shorter time to wheels-up, even during periods of peak traffic. Our research has indicated our current and typical future tenants operate late model business jets that emit less noise than other based aircraft, leading to a decreased average noise footprint at our home basing hangar campuses.
We believe demand for home basing hangar campuses will be driven broadly by the growing size of the business aviation fleet in the United States and the delivery of larger aircraft with taller tail heights. The discovery by first-time flyers in the convenience, control and comfort of general aviation has caused a shift in consumer behavior which we believe will also support increasing demand for home basing hangar campuses.
Background
The Company was originally known as Yellowstone Acquisition Company. On January 25, 2022 (the “Closing Date”), YAC consummated the business combination with Sky Harbour LLC (“Sky”) pursuant to the Equity Purchase Agreement dated as of August 1, 2021 between YAC and Sky (the “Business Combination”). In connection with the closing of the Business Combination, among other things, YAC changed its name to Sky Harbour Group Corporation and the Company was reorganized as an umbrella partnership-C corporation, or “Up-C”, structure in which substantially all of the operating assets of the Company are held by Sky and the Company’s only substantive assets are its equity interests in Sky. Sky was deemed to be the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification 805. While YAC was the legal acquirer of Sky in the Business Combination, because Sky was deemed the accounting acquirer, the historical financial statements of Sky became the historical financial statements of the Company upon the consummation of the Business Combination.
Private Placement and Securities Purchase AgreementCorporate Information
On November 1, 2023,YAC was incorporated in the State of Delaware on August 25, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving YAC and one or more businesses. YAC completed its initial public offering on October 26, 2020. In connection with the closing of the Business Combination, we enteredchanged our name to Sky Harbour Group Corporation. Our principal executive offices are located at 136 Tower Road, Suite 205, Westchester County Airport, White Plains, NY 10604. Our telephone number is (212) 554-5990. Our website address is www.skyharbour.group. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the Purchase Agreementregistration statement of which it forms a part.
Before you invest in our securities, in addition to the other information, documents or reports included or incorporated by reference in this prospectus and in any prospectus supplement, you should carefully consider the risk factors set forth in the section entitled “Risk Factors” in any prospectus supplement as well as in “Part I, Item 1A. Risk Factors” in our most recent annual report on Form 10-K and in “Part II, Item 1A. Risk Factors” in our quarterly reports on Form 10-Q filed subsequent to such Form 10-K, which are incorporated by reference into this prospectus and any prospectus supplement in their entirety, as the same may be updated from time to time by our future filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results of operations and prospects and the market price of our shares and any other securities we may issue. Moreover, the risks and uncertainties discussed in the foregoing documents are not the only risks and uncertainties that we face, and our business, financial condition, results of operations and prospects and the market price of our shares and any other securities we may issue could be materially adversely affected by other matters that are not known to us or that we currently do not consider to be material risks to our business.
This prospectus and any accompanying prospectus supplement, as well as the documents incorporated by reference therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “might,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:
• | expectations regarding the Company’s strategies and future financial performance, including the Company’s future business plans or objectives, prospective performance and commercial opportunities and competitors, services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s ability to invest in growth initiatives; | |
• | the effects of general economic conditions, including inflation, interest rates levels, and availability of construction materials for our development projects; | |
• | our limited operating history makes it difficult to predict future revenues and operating results; | |
• | financial projections may not prove to be reflective of actual financial results; | |
• | our ability to implement our construction costs mitigation strategies; | |
• | changes in applicable laws or regulations; | |
• | the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; | |
• | our financial performance; and | |
• | other risk factors included under “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”). |
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with certain investors (collectively, the “Investors”),forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.
Unless otherwise specified in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities offered by this prospectus for general corporate purposes, including without limitation, the funding of capital expenditures and working capital needs. We will set forth in the prospectus supplement our intended use for the net proceeds received from the sale of any securities.
The descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed.
We may sell from time to time, in one or more offerings:
• | common stock; | |
• | preferred stock; | |
• | depositary shares; | |
• | warrants to purchase any of the securities listed above; and | |
• | units consisting of any combination of the securities listed above. |
In this prospectus, we refer to the common stock, preferred stock, depositary shares, warrants and units collectively as “securities.” The total dollar amount of all securities that we may sell pursuant to this prospectus will not exceed $200,000,000.
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
General Matters
Pursuant to our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the total amount of our authorized capital stock is 260,000,000 shares, which consists of 200,000,000 shares of authorized Class A common stock, par value $0.0001 per share (“Class A Common Stock”), 50,000,000 shares of authorized Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and together with Class A Common Stock, the “Common Stock”) and 10,000,000 shares of authorized preferred stock, par value $0.0001 per share (“Preferred Stock”). As of March 18, 2024, we (i) sold and issued to the Investors at an initial closing an aggregate of 6,586,154had outstanding 24,375,122 shares of Class A Common Stock, 42,046,356 shares of Class B Common Stock and accompanyingno shares of Preferred Stock. As of March 18, 2024 we had approximately seven holders of record of our Class A Common Stock.
The following summary of our capital stock does not purport to be complete and is subject to and qualified in its entirety by, our Certificate of Incorporation, our bylaws (the “Bylaws”) and our Description of Securities, which are filed as exhibits to the registration statement of which this prospectus forms a part.
Common Stock
Pursuant to the Certificate of Incorporation, holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. The holders of shares of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Shares of our Class A Common Stock are entitled to share equally in any dividends our board of directors may declare from legally available sources. Shares of our Class B Common Stock do not have any right to receive dividends other than stock dividends consisting of shares of Class B Common Stock, as applicable, in each case paid proportionally with respect to each outstanding share of Class B Common Stock. Our Class A Common Stock is traded on the NYSE American under the symbol “SKYH”. The section below entitled “Certain Provisions of Delaware Law and of the Company’s Charter and Bylaws” contains additional information regarding the rights and preferences of our Common Stock. The transfer agent and registrar for our Common Stock is Continental Stock Transfer and Trust Company.
Preferred Stock
The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the Preferred Stock that we may offer under this prospectus.
Our board of directors has the authority, without further action by the shareholders, to issue shares of Preferred Stock in one or more series and to fix and determine the following terms of the preferred stock by resolution: variations in the designations, preferences, and relative, participating, optional or other special rights (including, without limitation, special voting rights, of conversion in Common Stock or other securities, redemption provisions or sinking fund provisions) as between series and between the Preferred Stock and any series thereof and the Common Stock, and the qualifications, limitations or restrictions of such rights, all as shall be stated in a resolution of the board of directors. Shares of Preferred Stock or any series thereof may have full or limited voting powers, or be without voting powers, all as shall be stated in a resolution of the board of directors.
Any or all of these rights may be greater than the rights of our Common Stock. We currently have no issued and outstanding Preferred Stock.
Our board of directors, without shareholder approval, can issue Preferred Stock with voting, conversion or other rights that could negatively affect the voting power and other rights of the holders of our Common Stock. Preferred Stock could thus be issued quickly with terms calculated to delay or prevent a change in control of the Company or to make it more difficult to remove the Company’s management. Additionally, the issuance of Preferred Stock may have the effect of decreasing the market price of our Class A Common Stock.
Certain Anti-Takeover Provisions of the Certificate of Incorporation and Bylaws
• | Action by Written Consent; Special Meetings of Stockholders. The Certificate of Incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. The Certificate of Incorporation and Bylaws also provide that, subject to any special rights of the holders of any series of Preferred Stock and except as otherwise required by applicable law, special meetings of the stockholders can only be called by or at the direction of the board of directors. Except as described above, stockholders are not permitted to call a special meeting or to require the board of directors to call a special meeting. | |
• | Advance Notice Procedures. The Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the Company’s stockholders, and for stockholder nominations of persons for election to the board of directors to be brought before an annual or special meeting of stockholders. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given the Company’s secretary timely written notice, in proper form, of the stockholder’s intention to bring that business or nomination before the meeting. Although the Bylaws do not give the board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, as applicable, the Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company. | |
• | Authorized but Unissued Shares. The Company’s authorized but unissued shares of Common Stock and Preferred Stock will be available for future issuance without stockholder approval, subject to rules of the securities exchange on which the Class A Common Stock is listed. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of a majority of the Company’s common stock by means of a proxy contest, tender offer, merger or otherwise. | |
• | Business Combinations with Interested Stockholders. The Certificate of Incorporation provide that the Company is not subject to Section 203 of the Delaware General Corporation Law (“DGCL”), an anti-takeover law. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a business combination, such as a merger, with an “interested stockholder” (which includes a person or group owning 15% or more of the corporation’s voting stock) for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, the Company is not subject to any anti-takeover effects of Section 203. |
DESCRIPTION OF DEPOSITARY SHARES
The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the depositary shares that we may offer under this prospectus. The following statements with respect to the depositary shares and depositary receipts are summaries of, and subject to, the detailed provisions of a deposit agreement to be entered into by the Company and a depositary to be selected at the time of issue (the “depositary”) and the form of depositary receipt. The form of deposit agreement and the form of depositary receipt will be filed with the SEC.
General
We may, at our option, elect to issue fractional shares of Preferred Stock, rather than full shares of Preferred Stock. In the event such option is exercised, we may elect to have a depositary issue receipts for depositary shares, each receipt representing a fraction, to be set forth in the prospectus supplement relating to a particular series of Preferred Stock, of a share of a particular series of Preferred Stock as described below.
The shares of any series of Preferred Stock represented by depositary shares will be deposited under a deposit agreement between us and a bank or trust company that we select. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a share of Preferred Stock represented by such depositary share, to all the rights and preferences of the Preferred Stock represented by the depositary share, including dividend, voting, redemption and liquidation rights.
Depositary Receipts
The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of Preferred Stock in accordance with the terms of an offering of the Preferred Stock.
Withdrawal of Preferred Stock
Upon surrender of depositary receipts at the office of the depositary and upon payment of the charges provided in the deposit agreement, a holder of depositary receipts may have the depositary deliver to the holder the whole shares of Preferred Stock relating to the surrendered depositary receipts. Holders of depositary shares may receive whole shares of the related series of Preferred Stock on the basis set forth in the related prospectus supplement for such series of Preferred Stock, but holders of such whole shares will not after the exchange be entitled to receive depositary shares for their whole shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of the related series of Preferred Stock to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing such excess number of depositary shares.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received for the Preferred Stock to the record holders of depositary shares relating to the Preferred Stock in proportion to the numbers of such depositary shares owned by such holders.
In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares entitled thereto, unless the depositary determines that it is not feasible to make distribution of the property. In that case the depositary may, with our approval, sell such property and distribute the net proceeds from the sale to such holders.
Redemption of Depositary Shares
If a series of Preferred Stock represented by depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption, in whole or in part, of the series of Preferred Stock held by the depositary. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to the series of the Preferred Stock. Whenever we redeem shares of Preferred Stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing shares of Preferred Stock redeemed by us. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled to vote, the depositary will mail the information contained in such notice of meeting to the record holders of the depositary shares relating to such Preferred Stock. Each record holder of such depositary shares on the record date, which will be the same date as the record date for the Preferred Stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the Preferred Stock represented by such holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote the amount of the Preferred Stock represented by such depositary shares in accordance with such instructions, and we will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote the Preferred Stock to the extent it does not receive specific instructions from the holders of depositary shares representing such Preferred Stock.
Amendment and Termination of the Deposit Agreement
We and the depositary at any time may amend the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement. However, any amendment which materially and adversely alters the rights of the holders of depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. We or the depositary may terminate the deposit agreement only if all outstanding depositary shares have been redeemed, or there has been a final distribution in respect of the Preferred Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of depositary receipts.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and such other charges as are expressly provided in the deposit agreement to be for their accounts.
Miscellaneous
The depositary will forward to the record holders of the depositary shares relating to such Preferred Stock all reports and communications from us which are delivered to the depositary.
Neither we nor the depositary will be liable if either one is prevented or delayed by law or any circumstance beyond their control in performing the obligations under the deposit agreement. The obligations of the Company and the depositary under the deposit agreement will be limited to performance in good faith of their duties thereunder, and they will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. The depositary may rely upon written advice of counsel or accountants, or information provided by persons presenting Preferred Stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the depositary, any such resignation or removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment. Such successor depositary must be appointed within sixty (60) days after delivery of the notice of resignation or removal.
The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement that includes this prospectus.
General
We may issue warrants for the purchase of Common Stock or Preferred Stock in one or more series. We may issue warrants independently or together with Common Stock or Preferred Stock, and the warrants may be attached to or separate from these securities.
We will evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. If we engage a warrant agent, each warrant agent will be a bank that we select which has its principal office in the United States. We will indicate the name and address of the warrant agent in the applicable prospectus supplement relating to a particular series of warrants.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Additional Information
We will describe in the applicable prospectus supplement the terms of the series of warrants, including:
• | the offering price and aggregate number of warrants offered; | |
• | the currency for which the warrants may be purchased; | |
• | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; | |
• | in the case of warrants to purchase Common Stock or Preferred Stock, the number of shares of Common Stock or Preferred Stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; | |
• | the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; | |
• | the terms of any rights to redeem or call the warrants; | |
• | any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; | |
• | the dates on which the right to exercise the warrants will commence and expire; | |
• | the manner in which the warrant agreement and warrants may be modified; | |
• | a discussion on any material or special United States federal income tax consequences of holding or exercising the warrants; | |
• | the terms of the securities issuable upon exercise of the warrants; and | |
• | any other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Exercise of Warrants
Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5 p.m., Eastern time, on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement may describe:
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; | |
• | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; | |
• | the terms of the unit agreement governing the units; | |
• | United States federal income tax considerations relevant to the units; and | |
• | whether the units will be issued in fully registered global form. |
This summary of certain general terms of units and any summary description of units in the applicable prospectus supplement do not purport to be complete and are qualified in their entirety by reference to all provisions of the applicable unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units. The forms of the unit agreements and other documents relating to a particular issue of units will be filed with the SEC each time we issue units, and you should read those documents for provisions that may be important to you.
We may sell the securities through underwriters or dealers, through agents, or directly to one or more purchasers. The accompanying prospectus supplement will describe the terms of the offering of the securities, including:
• | the name or names of any underwriters; | |
• | the purchase price of the securities being offered and the proceeds we will receive from the sale; | |
• | any over-allotment options pursuant to which underwriters may purchase additional securities from us; | |
• | any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; | |
• | any public offering price; | |
• | any discounts or concessions allowed or reallowed or paid to dealers; and | |
• | any securities exchange or market on which the securities may be listed. |
If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of the sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities offered by the prospectus supplement. We may change from time to time the public offering price and any discounts or concessions allowed or reallowed or paid to dealers. We may use underwriters with whom we have a material relationship. We will describe such relationships in the prospectus supplement naming the underwriter and the nature of any such relationship.
We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of the securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may engage in “at the market offerings” of our equity securities, which are offerings into an existing trading market, at other than a fixed price, on or through the facilities of a national securities exchange or to or through a market maker otherwise than on an exchange.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of common shares, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of common shares. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement or a post-effective amendment to this registration statement.
Our Class A Common Stock and Public Warrants are listed on the NYSE American. All securities we offer other than Class A Common Stock or Public Warrants will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.
We may provide agents and underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
Rules of the SEC may limit the ability of any underwriters to bid for or purchase securities before the distribution of the securities is completed. However, underwriters may engage in the following activities in accordance with the rules:
Stabilizing transactions — Underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum.
• | Over-allotments and syndicate covering transactions — Underwriters may sell more shares of our Common Stock than the number of shares that they have committed to purchase in any underwritten offering. This over-allotment creates a short position for the underwriters. This short position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional shares in any underwritten offering. The underwriters may close out any covered short position either by exercising their over-allotment option or by purchasing shares in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market, as compared to the price at which they may purchase shares through the over-allotment option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in the offering. | |
• | Penalty bids — If underwriters purchase shares in the open market in a stabilizing transaction or syndicate covering transaction, they may reclaim a selling concession from other underwriters and selling group members who sold those shares as part of the offering. |
Similar to other purchase transactions, an underwriter’s purchases to cover the syndicate short sales or to stabilize the market price of our securities may have the effect of raising or maintaining the market price of our securities or preventing or mitigating a decline in the market price of our securities. As a result, the price of the securities may be higher than the price that might otherwise exist in the open market. The imposition of a penalty bid might also have an effect on the price of shares if it discourages resales of the securities.
If commenced, the underwriters may discontinue any of the activities at any time.
The validity of the issuance of the securities described herein has been passed upon for us by Morrison & Foerster LLP. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
The consolidated balance sheets of Sky Harbour Group Corporation as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement. We incorporate by reference the documents listed below that we have previously filed with the SEC (excluding any portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):
• | our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 27, 2024; | |
• | our Current Report on Form 8-K (other than the information furnished pursuant to Item 2.02 or 7.01 thereof or related exhibits furnished pursuant to Item 9.01 thereof) filed with the SEC on January 3, 2024; and | |
• | the description of securities contained in Exhibit 4.4 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 27, 2024, and any amendment or report filed with the SEC for the purpose of updating such description. |
We also incorporate by reference additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion or termination of the offering of the securities contemplated by this prospectus, including all such documents we may file with the SEC after the date of the initial filing of the registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.
This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this prospectus, over the Internet at the SEC’s website at www.sec.gov.
Our website address is www.skyharbour.group. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4, and 5 and Schedules 13D and 13G with respect to our securities filed on behalf of our directors and our executive officers; and amendments to those documents. The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this prospectus.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 27, 2024
PROSPECTUS
SKY HARBOUR GROUP CORPORATION
Up to $100,000,000
Class A Common Stock
We have entered into an At Market Issuance Agreement, dated March 27, 2024 (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”) relating to shares of our Class A common stock, $0.0001 par value per share (“Class A Common Stock”) offered by this prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A Common Stock having an aggregate offering price of 1,141,600up to $100,000,000 from time to time through or to B. Riley Securities, acting as agent or principal.
Our Class A Common Stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “SKYH”. On March 26, 2024, the last reported sale price of our Class A Common Stock on the NYSE American was $12.93 per share.
Sales of our Class A Common Stock, if any, under this prospectus may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). B. Riley Securities is not required to sell any specific number or dollar amount of shares of our Class A Common Stock, but will act as sales agent using its commercially reasonable efforts, consistent with its normal trading and sales practices, on mutually agreed terms between B. Riley Securities and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We provide more information about how the shares of Class A Common Stock for an aggregate purchase pricewill be sold in the section titled “Plan of $42,810,000 (the “Initial Financing”), and (ii) sold and issuedDistribution.”
B. Riley Securities will be entitled to the Investorscompensation at a second closing an aggregatecommission rate of 2,307,692up to 3.0% of the gross proceeds we receive from each sale of our Class A Common Stock. A different amount of compensation may be paid by us when B. Riley Securities purchases shares as principal at a price agreed to by us and B. Riley Securities. In connection with the sale of our Class A Common Stock on our behalf, B. Riley Securities will be deemed to be an “underwriter” within the meaning of the Securities Act and accompanying Warrantsthe compensation of B. Riley Securities will be deemed to purchase upbe underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to B. Riley Securities with respect to certain liabilities, including liabilities under the Securities Act. See the section titled “Plan of Distribution” beginning on page S-9 of this prospectus.
Investing in our securities involves a high degree of risk. Before making an aggregateinvestment decision, please read “Risk Factors” beginning on page S-4 of 400,000this prospectus and in the documents incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
B. Riley Securities
The date of this prospectus is , 2024.
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This prospectus is part of a “shelf” registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”). Under the shelf registration process, we may offer shares of our Class A Common Stock forhaving an aggregate purchaseoffering price of $15,000,000 (the “Additional Financing”up to $100,000,000 from time to time under this prospectus at prices and togetheron terms to be determined by market conditions at the time of offering.
We provide information to you about this offering of shares of our Class A Common Stock in two separate documents that are bound together: (1) this prospectus, which describes the specific details regarding this offering, and (2) the accompanying base prospectus, which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. If information in this sales agreement prospectus is inconsistent with the Initial Financing,accompanying base prospectus, you should rely on this sales agreement prospectus.
You should read this prospectus, the “Financing”).documents incorporated by reference in this prospectus and any free writing prospectus that we have authorized for use in connection with this offering before making an investment decision. You should also read and consider the information in the documents referred to in the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
You should rely only on the information contained or incorporated by reference in this prospectus and any free writing prospectus that we have authorized for use in connection with this offering. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.
We are not making an offer to sell the securities covered by this prospectus in any jurisdiction where the offer or sale is not permitted.
The closinginformation appearing in this prospectus, the documents incorporated by reference in this prospectus and any free writing prospectus that we have authorized for use in connection with this offering is accurate only as of its respective date, regardless of the Initial Financing occurred on November 2, 2023 and the closingtime of delivery of the Additional Financing occurred on November 29, 2023. The Securities were offeredrespective document or of any sale of securities covered by this prospectus. You should not assume that the information contained in or incorporated by reference in this prospectus, the documents incorporated by reference into this prospectus, and sold in transactions exempt from registration underany free writing prospectus that we have authorized for use in connection with this offering, is accurate as of any date other than the Securities Act,respective dates thereof. Any statement made in reliance on Section 4(a)(2) thereofthis prospectus and Rule 506 of Regulation D thereunder.in any document incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement in this prospectus or in any other subsequently filed document that is also incorporated by reference in this prospectus modifies or supersedes that statement.
In connection with the Financing, we entered into a registration rights agreement with the Selling Securityholders named in this prospectus, datedunless the context otherwise requires, the terms the “Company,” “SHG Corporation,” “Registrant,” “we,” “us” and “our” and similar terms refer to the entity formerly named Yellowstone Acquisition Company, after giving effect to the Business Combination, and as of November 1, 2023 (the “Registration Rights Agreement”), pursuantrenamed Sky Harbour Group Corporation. The terms “Yellowstone” and “YAC” are to which we agreedour company prior to file a registration statement with the SEC covering the resalecompletion of the Securities sold in the Financing. We agreed to file such registration statement and to use best efforts to have such registration statement declared effective as promptly as possible thereafter, but no later than 180 days after the date of the closing of the Initial Financing. We have granted the Selling Securityholders customary indemnification rights in connection with the registration statement. The Selling Securityholders have also granted us customary indemnification rights in connection with the registration statement. The registration statement of which this prospectus is a part has been filed in accordance with the Registration Rights Agreement.Business Combination
This summary highlights selected information appearing elsewhere or incorporated by reference in this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. Before making an investment decision, you should carefully read this entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the information set forth under the heading “Risk Factors” and our financial statements and related notes and other information that we incorporate by reference herein, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
The Company
We are an aviation infrastructure development company building the first nationwide network of home basing hangar campuses for business aircraft. We develop, lease and manage general aviation hangars across the United States, targeting airfields in markets with significant aircraft populations and high hangar demand. Our home basing hangar campuses feature exclusive private hangars and a full suite of dedicated services specifically optimized for home-based, versus transient, aircraft.
The physical footprint of the U.S. business aviation fleet grew by almost 28 million square feet in the ten years preceding the beginning of the COVID-19 pandemic, with hangar supply lagging dramatically, especially in key growth markets. As the fleet of private jets in the United States continues to grow, with recent new aircraft deliveries exceeding retirements, demand for hangar space is at a premium in part because new jets require more square footage of hangar space and the pace of new hangar construction has lagged behind the demand. The cumulative square footage of the business aircraft fleet in the United States increased 50% between 2010 and 2021. Moreover, over that same period, there was an 81% increase in the square footage of larger private jets – those with greater than a 24-foot tail height. A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth over $275 billion expected to be delivered between 2024 and 2033, further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft is over $49 billion.
These larger footprint aircraft do not fit in much of the existing hangar infrastructure and impose stacking challenges and constraints in the traditional shared or community hangars operated by fixed-base operators (“FBO”). The addition of winglets (the vertical extensions on aircraft wingtips) on most modern business jets inhibits wing-over-wing storage. Aircraft hangars are in high demand and short supply, with some airports compiling waiting lists that can exceed several years.
We believe our scalable, real estate-centric business model is uniquely positioned to capture this market opportunity and address the increased imbalance between the supply and demand for private jet storage. We intend to capitalize on the existing hangar supply constraints at major U.S. airports by targeting high-end tenants in markets where there is a shortage of private and FBO hangar space, or where such hangars are or are becoming obsolete.
We expect to realize economies of scale in construction through a prototype hangar design replicated at home basing hangar campuses across the United States. This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation. Unlike a service company, our revenues are mostly derived from long-term rental agreements, offering stability and forward visibility of revenues and cash flows. This allows us to fund our development through the public bond market, providing capital efficiency and mitigating refinance risk.
In contrast with community hangars and other facilities provided by FBOs, the home basing hangar campuses we develop provide the following features and services:
• | private hangar space for exclusive use of the tenant; | |
• | adjoining configurable lounge and office suites; | |
• | line crews and services dedicated exclusively to tenants; | |
• | climate control to mitigate condensation and associated corrosion; | |
• | features to support in-hangar aircraft maintenance; | |
• | no-foam fire suppression; and | |
• | customized software to provide security, control access and monitor hangar space. |
We use a standard set of proprietary prototype hangar designs, which are intended to deliver high quality business aviation facilities, lower construction costs, minimize development risk, expedite permit issuance, and facilitate the implementation of refinements across its portfolio. Hangar features include:
• | the ability to accommodate heavy business jets in single configuration, medium jets in twin or triplet configuration, or light jets in multi-configuration; | |
• | compliance with National Fire Protection Association 409 Group III fire code, eliminating foam fire protection systems, resulting in lower construction costs and operating expenses, as well as eliminating accidental foam discharges and the resultant negative effects on aircraft maintenance and resale value; | |
• | high-voltage capability, industrial drainage and impervious floors that support in-hangar maintenance and inspections; and | |
• | control through smartphone application. |
Our product strategy aims to attract tenants with exclusive access to their aircraft, minimize the risk of damage to aircraft, provide increased access, security and control, facilitate maintenance, and improve pre-flight and post-flight convenience. We believe that with no transient traffic, our home basing hangar campuses offer a shorter time to wheels-up, even during periods of peak traffic. Our research has indicated our current and typical future tenants operate late model business jets that emit less noise than other based aircraft, leading to a decreased average noise footprint at our home basing hangar campuses.
We believe demand for home basing hangar campuses will be driven broadly by the growing size of the business aviation fleet in the United States and the delivery of larger aircraft with taller tail heights. The discovery by first-time flyers in the convenience, control and comfort of general aviation has caused a shift in consumer behavior which we believe will also support increasing demand for home basing hangar campuses.
Background
The Company was originally known as Yellowstone Acquisition Company. On January 25, 2022 (the “Closing Date”), YAC consummated the business combination with Sky Harbour LLC (“Sky”) pursuant to the Equity Purchase Agreement dated as of August 1, 2021 between YAC and Sky (the “Business Combination”). In connection with the closing of the Business Combination, among other things, YAC changed its name to Sky Harbour Group Corporation and the Company was reorganized as an umbrella partnership-C corporation, or “Up-C”, structure in which substantially all of the operating assets of the Company are held by Sky and the Company’s only substantive assets are its equity interests in Sky. Sky was deemed to be the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification 805. While YAC was the legal acquirer of Sky in the Business Combination, because Sky was deemed the accounting acquirer, the historical financial statements of Sky became the historical financial statements of the Company upon the consummation of the Business Combination.
Corporate Information
YAC was incorporated in the State of Delaware on August 25, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving YAC and one or more businesses. YAC completed its initial public offering on October 26, 2020. In connection with the closing of the Business Combination, we changed our name to Sky Harbour Group Corporation. Our principal executive offices are located at 136 Tower Road, Suite 205, Westchester County Airport, White Plains, NY 10604. Our telephone number is (212) 554-5990. Our website address is www.skyharbour.group. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.
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Class A Common Stock | Up to 31,628,209 shares (as more fully described in the notes following this table), assuming sales of 7,462,686 shares of our Class A Common Stock | ||
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NYSE American symbol | “SKYH” |
The number of shares of our Class A Common Stock shown above to be outstanding immediately after this offering is based on 24,165,523 shares outstanding as of March 18, 2024 and excludes as of such date:
● | 7,719,779 shares of our Class A Common Stock issuable upon the exercise of 7,719,779 warrants originally issued in a private placement to BOC Yellowstone LLC at a purchase price of $1.00 per warrant contemporaneously with YAC’s initial public offering, with an exercise price of $11.50 per share (the “Private Placement Warrants”); |
● | 6,798,964 shares of our Class A Common Stock issuable upon the exercise of 6,798,964 warrants originally issued as part of the units issued by YAC in its initial public offering, with an exercise price of $11.50 per share (the “Public Warrants”); |
● | 1,541,600 shares of our Class A Common Stock issuable upon the exercise of 1,541,600 warrants issued in a private placement to third-party investors, with an exercise price of $11.50 per share (the “PIPE Warrants”); |
● | 5,211,975 shares of our Class A Common Stock reserved for future issuance under our 2022 Incentive Award Plan (the “2022 Incentive Award Plan”) (inclusive of 1,298,103 restricted stock units (“RSUs”) and |
● | 42,046,356 shares of our |
● | 2,807,750 shares of Class A Common Stock issuable upon redemption of 2,807,750 Sky Common Units, which are issuable upon conversion of 2,807,750 incentive units of Sky (“Sky Equity Incentive Units”) (inclusive of 473,542 Sky Equity Incentive Units that have been granted prior to March 18, 2024 that are unvested). |
AnInvesting in shares of our Class A Common Stock involves a high degree of risk. Before purchasing shares of our Class A Common Stock, you should carefully consider the following risk factors as well as those discussed under the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and any subsequent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, together with the other information contained in this prospectus, the documents incorporated by reference and in any free writing prospectus we have authorized for use in connection with this offering. Each of these risk factors, either alone or taken together, could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in shares of our Class A Common Stock and Warrants involves substantial risks. In addition to the risk and uncertainties described below and in the section titled “Cautionary Note Regarding Forward-Looking Statements,” you should consider carefully theStock. There may be additional risks and uncertainties incorporated by reference to our most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement before acquiring any of such securities. Additional risks and uncertainties that we are unawaredo not presently know of or that we currently believe are not material, mayimmaterial which could also become important factors that adversely affectimpair our business orand financial position. If any of the events described below were to occur, our financial condition, our ability to access capital resources, our results of operations. The occurrenceoperations and/or our future growth prospects could be materially and adversely affected and the market price of our Class A Common Stock could decline. As a result, you could lose some or all of any investment you may have made or may make in our Class A Common Stock.
Risks Related to This Offering
Our management team will have broad discretion over the use of the net proceeds we receive in this offering, and we may use these risks might causeproceeds in ways with which you may not agree.
We currently intend to lose all oruse any net proceeds we receive in this offering for working capital, site acquisition and marketing expenses to fund the growth of our business, capital expenditures, and general corporate purposes; however, we have considerable discretion in the application of the proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the net proceeds we may receive in this offering are being used by us in a manner agreeable to you. You must rely on management’s judgment regarding the application of these proceeds. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The proceeds may be used for corporate purposes that do not immediately improve our profitability or increase the price of our Class A Common Stock. The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.
If you purchase shares of our Class A Common Stock in this offering, you may experience immediate and substantial dilution in the net tangible book value of your shares.
The offering price per share in this offering may exceed the net tangible book value per share of our Class A Common Stock outstanding prior to this offering. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. Because the sales of the shares offered securities.hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. In addition, to the extent we need to raise additional capital in the future and we issue additional shares of Class A Common Stock or securities convertible or exchangeable for our Class A Common Stock, our then existing stockholders may experience dilution and the new securities may have rights senior to those of our Class A Common Stock offered in this offering.
Future sales of substantial amounts of our Class A Common Stock, or the possibility that such sales could occur, could adversely affect the market price of our Class A Common Stock.
We cannot predict the effect, if any, that future issuances or sales of our securities including sales of our Class A Common Stockpursuant to the Sales Agreement or the availability of our securities for future issuance or sale, will have on the market price of our Class A Common Stock. Issuances or sales of substantial amounts of our securities, including sales of our Class A Common Stockpursuant to the Sales Agreement, or the perception that such issuances or sales might occur, could negatively impact the market price of our Class A Common Stockand the terms upon which we may obtain additional equity financing in the future.
It is not possible to predict the actual number of shares we will sell under the Sales Agreement, or the gross proceeds resulting from those sales.
Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to B. Riley Securities at any time throughout the term of the Sales Agreement. The number of shares that are sold by or to B. Riley Securities under the Sales Agreement will fluctuate based on the market price of the shares of Class A Common Stock during the sales period and limits we set with B. Riley Securities. Because the price per share of each share sold will fluctuate based on the market price of our Class A Common Stock during the sales period, it is not possible at this stage to predict the number of shares that will be ultimately sold or the gross proceeds to be raised in connection with those sales.
The Class A Common Stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price for the shares to be sold in this offering. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.
DESCRIPTION OF CAPITAL STOCKSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following description of our capital stock is not complete and may not contain allThis prospectus, as well as the information you should consider before investing in our capital stock. The following summary describes our capital stock and the material provisions of our second amended and restated certificate of incorporation (the “Certificate of Incorporation”) and our bylaws (the “Bylaws”) and of the Delaware General Corporation Law (the “DGCL”). Because it is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to the Certificate of Incorporation and the Bylaws, copies of which aredocuments incorporated by reference as exhibits totherein, contain forward-looking statements within the registration statementmeaning of which this prospectus is a part.
Authorized and Outstanding Stock
Our Certificate of Incorporation authorizes the issuance of 260,000,000 shares of the Company, consisting of 200,000,000 shares of Class A Common Stock, 50,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) and 10,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of March 18, 2024, there were approximately 24,375,122 shares of Class A Common Stock, 42,046,356 shares of Class B Common Stock and no shares of Preferred Stock outstanding. The outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.
Common Stock
Voting Power
Pursuant to the Certificate of Incorporation, holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. Holders of Class A Common Stock and Class B Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval.
Dividends
The holders of Class A Common Stock are entitled to receive dividends, as and if declared by the Board out of legally available funds. With respect to stock dividends, holders of Class A Common Stock must receive Class A Common Stock. The holders of Class B Common Stock do not have any right to receive dividends other than stock dividends consisting of shares of Class B Common Stock, as applicable, in each case paid proportionally with respect to each outstanding share of Class B Common Stock.
Liquidation or Dissolution
Upon the Company’s liquidation or dissolution, the holders of all classes of Common Stock are entitled to their respective par value, and the holders of Class A Common Stock will then be entitled to share ratably in those of the Company’s assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of Preferred Stock then outstanding. Other than their par value, the holders of Class B Common Stock will not have any right to receive a distribution upon a liquidation or dissolution of the Company.
Conversion, Transferability and Exchange
Subject to the terms of the third amended and restated operating agreement of Sky Harbour LLC (“Sky”), the members of Sky (other than the Company) may from time to time cause Sky to redeem any or all of their common units of Sky (the “Sky Common Units”) in exchange for shares of Class A Common Stock (the “Existing Sky Equityholder Share Settlement”). At the Company’s election, such transaction may be effectuated via a direct exchange of Class A Common Stock by the Company for the redeemed Sky Common Units (an “Existing Sky Equityholder Direct Exchange”).
The Certificate of Incorporation provides that if a holder of Class B Common Stock exercises either the Existing Sky Equityholder Share Settlement or Existing Sky Equityholder Direct Exchange, then the number of shares of Class B Common Stock held by such holder equal to the number of Sky Common Units so redeemed or exchanged will automatically be cancelled by the Company for no consideration.
The Company may not issue Class B Common Stock such that after the issuance of Class B Common Stock, the holder of such stock does not hold an identical number of Sky Common Units.
Other Provisions
None of the Class A Common Stock or Class B Common Stock has any pre-emptive or other subscription rights.
Preferred Stock
The Certificate of Incorporation authorizes the Company to issue up to 10,000,000 shares of Preferred Stock. The Board is authorized, subject to limitations prescribed by Delaware law and the Certificate of Incorporation, to determine the terms and conditions of the Preferred Stock, including whether the shares of Preferred Stock will be issued in one or more series, the number of shares to be included in each series and the powers (including the voting power), designations, preferences and rights of the shares. The Board is also authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change in control of the Company and may adversely affect the voting and other rights of the holders of Class A Common Stock and Class B Common Stock, which could have a negative impact on the market price of the Class A Common Stock. The Company has no current plan to issue any shares of Preferred Stock.
Warrants
Each whole Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the closing of the Business Combination. Pursuant to the Warrant Agreement, a holder of Warrants may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means that only a whole Warrant may be exercised at any given time by a Warrant holder. The Warrants will expire five years after the closing of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No Warrant will be exercisable and the Company will not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless Class A Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant.
The Company agreed to file as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, and to use its best efforts to file with the SEC a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the Warrants expire or are redeemed, as specified in the Warrant Agreement. Pursuant to such obligation, the Company filed a registration statement on Form S-1 that was declared effective by the SEC on May 5, 2022, as amended by Post-Effective Amendment No. 2 to Form S-1 on Form S-3 that was declared effective by the SEC on May 12, 2023. Under the Warrant Agreement, the Company is required to use commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, Warrant holders may, during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9)27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “might,” “will,” “potential,” “projects,” “predicts,” “continue,” or another exemption. If“should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that exemption, or another exemption, is not available, holdersactual results will not be ablematerially differ from expectations. These statements are based on management’s current expectations, but actual results may differ materially due to exercise their Warrants on a cashless basis. In no event will the Company be required to net cash settle any Warrant. For so long as a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants remains effective, the Warrants are exercisable and holders of the Warrant are able to provide their instructions to their broker-dealers (DTC participants) to exercise such Warrants as provided in the Warrant Agreement.
Redemption of Warrants for Cash
Once the Warrants become exercisable, under certain conditions, the Company may call the Warrants for redemption:various factors, including, but not limited to:
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If and when the Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Class A Common Stock upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.
The Company has established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise its Warrants prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 Warrant exercise price after the redemption notice is issued.
Redemption of Warrants for Class A Common Stock
Commencing 90 days after the Warrants become exercisable, we may redeem the outstanding Warrants:
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• | other risk factors included under “Risk Factors” in the |
The numbersforward-looking statements contained in the table below represent the “redemption prices,” or thethis prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of sharesrisks, uncertainties (some of Class A Common Stockwhich are beyond our control) and other assumptions that a Warrant holder will receive upon redemptionmay cause actual results or performance to be materially different from those expressed or implied by the Company pursuantthese forward-looking statements. These risks and uncertainties include, but are not limited to, this redemption feature, based on the “fair market value” of our Class A Common Stock on the corresponding redemption date, determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below.
The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted as set forth in the first three paragraphsthose factors described under the heading “Anti-dilution adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator“Risk Factors.” Should one or more of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.
Redemption Date | Fair Market Value of Class A Common Stock | |||||||||||||||||||||||||||||||||||
(period to expiration of warrants) | <$10.00 | $11.00 | $12.00 | $13.00 | $14.00 | $15.00 | $16.00 | $17.00 | >$18.00 | |||||||||||||||||||||||||||
60 months | 0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months | 0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months | 0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months | 0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months | 0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months | 0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months | 0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months | 0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months | 0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months | 0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months | 0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months | 0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months | 0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months | 0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months | 0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months | 0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months | 0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months | 0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months | 0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months | 0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months | - | - | 0.042 | |||||||||||||||||||||||||||||||||
The “fair market value”these risks or uncertainties materialize, or should any of our Class A Common Stock shall mean the average last reported sale priceassumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of our Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants.
The exact fair market valuenew information, future events or otherwise, except as may be required under applicable securities laws. These risks and redemption dateothers described under “Risk Factors” may not be set forthexhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the table above,future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which case,we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if the fair market value is between two valuesour results or operations, financial condition and liquidity, and developments in the table or the redemption date is between two redemption datesindustry in the table, the number of shares of Class A Common Stock to be issued for each Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. For example, if the average last reported sale price of the share of Class A Common Stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the Warrants is $11.00 per share, and at such time therewe operate are 60 months until the expiration of the Warrants, we may choose to, pursuant to this redemption feature, redeem the Warrants at a “redemption price” of 0.281 shares of Class A Common Stock for each whole Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of the shares of Class A Common Stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the Warrants, we may choose to, pursuant to this redemption feature, redeem the Warrants at a “redemption price” of 0.29845 shares of Class A Common Stock for each whole Warrant. Finally, as reflected in the table above, we can redeem the Warrants for no consideration in the event that the Warrants are “out of the money” (i.e., the trading price of shares of Class A Common Stock is below the exercise price of the Warrants) and about to expire.
This redemption feature differs from the typical Warrant redemption features used in other blank check offerings, which typically only provide for a redemption of Warrants for cash when the trading price for the Class A Common Stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding Warrants to be redeemed when the shares of Class A Common Stock are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A Common Stock is below the exercise price of the Warrants. We have established this redemption feature to provide the Warrants with an additional liquidity feature, which provides usconsistent with the flexibility to redeem the Warrants for shares of Class A Common Stock, instead of cash, for “fair value” without the Warrants having to reach the $18.00 per share threshold set forth above under “-Redemption of Warrants for cash.” Holders of the Warrants will, in effect, receive a number of shares representing fair value for their Warrants based on an option pricing model with a fixed volatility input. This redemption right provides us not only with an additional mechanism by which to redeem all of the outstanding Warrants,forward-looking statements contained in this case, for Class A Common Stock, and therefore have certainty as to (a) our capital structure as the Warrants would no longerprospectus, those results or developments may not be outstanding and would have been exercisedindicative of results or redeemed and (b) to the amount of cash provided by the exercise of the Warrants and available to us, and also provides a ceiling to the theoretical value of the Warrants as it locksdevelopments in the “redemption prices” we would pay to Warrant holders if we chose to redeem Warrants in this manner. We will effectively be required to pay fair value to Warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the Warrants for Class A Common Stock if we determine it is in our best interest to do so. As such, we would redeem the Warrants in this manner when we believe it is in our best interest to update our capital structure to remove the Warrants and pay fair value to the Warrant holders. In particular, it would allow us to quickly redeem the Warrants for Class A Common Stock, without having to negotiate a redemption price with the Warrant holders. In addition, the Warrant holders will have the ability to exercise the Warrants prior to redemption if they should choose to do so.
As stated above, we can redeem the Warrants when the shares of Class A Common Stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing Warrant holders with fair value (in the form of Class A Common Stock). If we choose to redeem the Warrants when the Class A Common Stock is trading at a price below the exercise price of the Warrants, this could result in the Warrant holders receiving fewer shares of Class A Common Stock than they would have received if they had chosen to wait to exercise their Warrants for Class A Common Stock if and when such shares of Class A Common Stock were trading at a price higher than the exercise price of $11.50.
No fractional shares of Class A Common Stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder.subsequent periods.
Redemption Procedures and Cashless Exercise
If the Company calls the Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the Company’s management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A Common Stock issuable upon the exercise of its Warrants. If the Company’s management takes advantage of this option, all holders of Warrants would pay the exercise price by surrendering their Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) over the exercise price of the Warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. If the Company’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A Common Stock to be received upon exercise of the Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a Warrant redemption. The Company believes this feature is an attractive option to it if the Company does not need the cash from the exercise of the Warrants after the closing of the Business Combination.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise.
Anti-Dilution Adjustments
If the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Common Stock) and (ii) one minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if the Company, at any time while the Warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders of Class A Common Stock on account of such shares of Class A Common Stock (or other shares of our capital stock into which the Warrants are convertible), other than (i) as described above, (ii) certain ordinary cash dividends (initially defined as up to $0.10 per share in a 365 day period), (iii) to satisfy the redemption rights of the holders of Class A Common Stock in connection with the closing of the Business Combination, or (iv) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a stockholder vote to amend the Certificate of Incorporation with respect to any provision relating to stockholders’ rights, then the Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A Common Stock in respect of such event.
If the number of outstanding shares of our Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant will be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.
Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as described above, the Warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A Common Stock so purchasable immediately thereafter.
In case of any reclassification or reorganization of the outstanding shares of Class A Common Stock (other than those described above or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of outstanding shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised their Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A Common Stock in such a transaction is payable in the form of Class A Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Warrant properly exercises the Warrant within 30 days following public disclosure of such transaction, the Warrant exercise price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement) of the Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during the exercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential value of the Warrants in order to determine and realize the option value component of the Warrant. This formula is to compensate the Warrant holder for the loss of the option value portion of the Warrant due to the requirement that the Warrant holder exercise the Warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.
The Warrants have been issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Warrants for all other modifications or amendments to the Warrant Agreement, subject to certain exceptions.
The Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the Warrant Agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the Company, for the number of Warrants being exercised. The Warrant holders do not have the rights or privileges of holders of Class A Common Stock and any voting rights until they exercise their Warrants and receive shares of Class A Common Stock. After the issuance of shares of Class A Common Stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the Warrant holder.
Certain Anti-Takeover Provisions of the Certificate of Incorporation and Bylaws
The provisions of the Certificate of Incorporation and Bylaws and of the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares of Class A Common Stock.
The Certificate of Incorporation and Bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of the Board and that may have the effect of delaying, deferring or preventing a future takeover or change in control of the Company unless such takeover or change in control is approved by the Board.
These provisions include:
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Rule 144
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company, such as the Company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
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Upon the closing of the Business Combination, the Company ceased to be a shell company.
When and if Rule 144 becomes available for the resale of our securities, a person who has beneficially owned restricted shares of our Common Stock for at least six months would be entitled to sell their securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares of our Common Stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
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Sales by our affiliates under Rule 144 will also be limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Transfer Agent, Warrant Agent and Registrar
The transfer agent, Warrant Agent and registrar for our Common Stock and Warrants is Continental Stock Transfer & Trust Company.
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Listing of Securities
Our Class A Common Stock and Warrants are listed on the NYSE American under the symbols “SKYH” and “SKYH WS,” respectively.
We will receivemay issue and sell shares of our Class A Common Stock having aggregate gross sales proceeds of up to an aggregate$100,000,000 from time to time. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions, and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of approximately $17.7 million fromshares we sell and the exerciseprices at which such sales occur. There can be no assurance that we will be able to sell any shares under or fully utilize the Sales Agreement with B. Riley Securities as a source of the Warrants, assuming the exercise in full of all of the Warrants for cash. financing.
We currently intend to use the net proceeds from this offering, if any, for general corporate purposes, including without limitation, the funding of capital expenditures and working capital needs. We
As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering, if any. As a result, our management will have broad discretion overregarding the usetiming and application of the net proceeds from this offering, if any. Additionally, the exerciseamounts and timing of our actual expenditures will depend on numerous factors, including the Warrants. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants.
We will not receive any cash proceeds from the possible resale from time to time of some or all of the Securities by the Selling Securityholders namedfactors described under “Risk Factors” in this prospectus. The proceeds fromprospectus and in the offering are solely fordocuments incorporated by reference herein, as well as the accountamount of the Selling Securityholders.
We will pay all expenses incident to the registration of the Securities offered herein.cash used in our operations.
SELLING SECURITYHOLDERSDILUTION
The Selling Securityholders may from time to time offer and sell, pursuant to this prospectus and any accompanying prospectus supplement, post-effective amendment or filing we make with the SEC under the Exchange Act that is incorporated by referenceIf you invest in this prospectus, the shares of our Class A Common Stock, you will experience dilution to the extent of the difference between the price per share you pay in this offering and Warrants set forth opposite its name in the table below under the heading “Maximum Numbernet tangible book value per share of Shares ofour Class A Common Stock immediately after this offering. Our net tangible book value as of December 31, 2023 was approximately $132,246,000, or $5.47 per share of our Class A Common Stock. Net tangible book value per share as of December 31, 2023 is equal to be Offered Pursuant to this Prospectus.”
The Securities offered herein were issued toour total tangible assets minus total liabilities, all divided by the Selling Securityholders pursuant to the Purchase Agreement. Concurrently with the entry into the Purchase Agreement, we entered into that certain Registration Rights Agreement with the Selling Securityholders, pursuant to which we agreed to register the resalenumber of the Shares, the Warrants and 130% of the shares of Class A Common Stock issuable upon exerciseoutstanding as of the Warrants issuedDecember 31, 2023.
After giving effect to the Selling Securityholders.sale of our Class A Common Stock in the aggregate amount of $100,000,000 in this offering at an assumed offering price of $13.17 per share, representing the last reported sale price of our Class A Common Stock on the NYSE American on March 20, 2024, and after deducting estimated offering commissions and expenses payable by us, our as adjusted net tangible book value would have been approximately $230,111,480, or approximately $7.25 per share of Class A Common Stock, as of March 20, 2024. This represents an immediate increase in net tangible book value of approximately $1.77 per share to existing shareholders and an immediate dilution of approximately $5.92 per share to investors in this offering. The registration statement of whichfollowing table illustrates this prospectus iscalculation on a part is being filedper share basis to satisfy our contractual obligations to the Selling Securityholders under the Purchase Agreement.investors participating in this offering:
Assumed public offering price per share | $ | 13.17 | ||||||
Net tangible book value per share as of December 31, 2023 | $ | 5.47 | ||||||
Increase in net tangible book value per share attributable to this offering | $ | 1.77 | ||||||
As adjusted net tangible book value per share as of December 31, 2023, after giving effect to this offering | $ | 7.25 | ||||||
Dilution per share to new investors purchasing shares in this offering | $ | 5.92 |
The following table sets forth information, asabove assumes for illustrative purposes that an aggregate of March 18, 2024, with respect to the Selling Securityholders and the number of7,593,014 shares of our Class A Common Stock and Warrants that may beare sold byat a price of $13.17 per share, representing the Selling Securityholders pursuant to this prospectus. We have based percentage ownership after this offering on 24,375,122 shareslast reported sale price of our Class A Common Stock and 16,030,592 Warrants outstanding ason the NYSE American on March 20, 2024, for aggregate gross proceeds of March 18, 2024. In calculating percentages$100,000,000. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from the assumed offering price of $13.17 per share shown in the table above, assuming all of our Class A Common Stock ownedin the aggregate amount of $100,000,000 is sold at that price, would increase our adjusted net tangible book value per share after the offering to $7.37 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $6.80 per share, after deducting commissions and estimated aggregate offering expenses payable by a particular Selling Securityholder, we treated as outstandingus. A decrease of $1.00 per share in the numberprice at which the shares are sold from the assumed offering price of $13.17 per share shown in the table above, assuming all of our Class A Common Stock in the aggregate amount of $100,000,000 is sold at that price, would decrease our adjusted net tangible book value per share after the offering to $7.11 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $5.06 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only.
The above discussion and table are based on 24,165,523 shares of our Class A Common Stock issuable upon exerciseoutstanding as of that particular Selling Securityholder’s Warrants, if any,December 31, 2023, and did not assume the exerciseexcludes as of any other Selling Securityholders’ Warrants.
The information set forth below is based on information provided by or on behalf of the Selling Securityholders. Because the Selling Securityholders may offer all or some portion of the shares of our Class A Common Stock and Warrants, we have assumed for purposes of completing the last two columns in the table that all of the shares of our Class A Common Stock and Warrants offered hereby will have been sold by the Selling Securityholders pursuant to this prospectus. In addition, since the date on which the Selling Securityholders provided the information, the Selling Securityholders may have sold, transferred or otherwise disposed of all or a portion of their shares of our Class A Common Stock and Warrants in transactions exempt from the registration requirements of the Securities Act. Any changed information given to us by the Selling Securityholders will be set forth in prospectus supplements, post-effective amendments or in filings we make with the SEC under the Exchange Act, which are incorporated by reference in this prospectus, if and when necessary.
Name of Selling Securityholder | Number of Common Stock | Warrants | Number of Common Stock | Number of | Shares of Class A Common Stock | Warrants Beneficially | ||||||||||||||||||||||||||
Owned Prior to Offering | Offering | Offered | Offered | Number | Percent | Number | Percent | |||||||||||||||||||||||||
Funds and Accounts managed by Altai Capital Management, L.P. (1) | 10,897,926 | 1,541,600 | 10,897,926 | 1,541,600 | — | — | — | — | ||||||||||||||||||||||||
____________such date:
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● | 6,798,964 shares of our Class A Common Stock |
● | 1,541,600 |
● | 5,211,975 shares of our Class A Common Stock reserved for future issuance under the |
● | 42,046,356 shares of our Class A Common Stock issuable upon the |
● | 2,807,750 shares of Class A Common Stock issuable upon redemption of 2,807,750 Sky Common Units, which are issuable upon conversion of 2,807,750 Sky Equity Incentive Units (inclusive of 575,015 Sky Equity Incentive Units that have been granted prior to |
The Selling Securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest sellingWe entered into the Sales Agreement with B. Riley Securities or interests inon March 27, 2024. In accordance with the Securities received afterterms of the date ofSales Agreement, under this prospectus, from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer,we may issue and sell shares of our Class A Common Stock having an aggregate gross sales price of up to $100,000,000 from time to time sell, transferthrough or otherwise dispose of anyto B. Riley Securities, acting as sales agent or all of their Securities or interests in Securities on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
principal. The sale of the Securities offered by this prospectus could be effected in one or more of the following methods:
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In addition, the Selling Securityholders may elect to make an in-kind distribution of securities to its members, partners or stockholders pursuantexhibit to the Registration Statement on Form S-3 of which this prospectus isforms a part and is incorporated by delivering a prospectus with a planreference in this prospectus. See the “Where You Can Find More Information” section of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliatethis prospectus. Sales of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
If the Selling Securityholders effect such transactions by selling the Securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Securityholders or commissions from purchasers of the Securities for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by the Selling Securityholders and,our Class A Common Stock, if the Selling Securityholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Securities, from time to time,any, under this prospectus, will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act.
Each time we wish to issue and sell our Class A Common Stock under the Sales Agreement, we will notify B. Riley Securities of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Once we have so instructed B. Riley Securities, unless B. Riley Securities declines to accept the terms of such notice, B. Riley Securities has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of B. Riley Securities under the Sales Agreement to sell our Class A Common Stock are subject to a number of conditions that we must meet. We will pay B. Riley Securities a commission equal to up to 3.0% of the aggregate gross proceeds we receive from each sale of our Class A Common Stock. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse B. Riley Securities for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $75,000, plus up to $5,000 per calendar quarter for ongoing diligence arising from the transactions contemplated by the Sales Agreement. We estimate that the total expenses for the offering, excluding the aforementioned compensation payable to B. Riley Securities under the terms of the Sales Agreement will be approximately $85,000. The remaining sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.
Settlement for sales of Class A Common Stock will occur on the second trading day following the date on which any sales are made, or under an amendmenton some other date that is agreed upon by us and B. Riley Securities in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our Class A Common Stock as contemplated in this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the Selling Securityholders list to include the pledgee, transferee or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer the Securities in other circumstances, in which case the transferees, pledgees, donees or other successors in interest will be settled through the selling beneficial ownersfacilities of The Depository Trust Company or by such other means as we and B. Riley Securities may agree upon. There is no arrangement for purposes of this prospectus.funds to be received in an escrow, trust or similar arrangement.
In connection with the sale of the Class A Common Stock on our common stock or interests therein,behalf, B. Riley Securities will be deemed to be an “underwriter” within the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Securityholders may also sell the Securities short and deliver these Securities to close out their short positions, or loan or pledge the Securities to broker-dealers that in turn may sell these Securities. The Selling Securityholders may also loan or pledge the Securities to broker-dealers that in turn may sell such Securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Securities offered by this prospectus, which Securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Securityholders from the salemeaning of the Securities offered byAct and the Selling Securityholderscompensation of B. Riley Securities will be the purchase price of the Securities less discounts or commissions, if any. The Selling Securityholders reserve the right to accept and, together with their respective agents from time to time, to reject, in whole or in part, any proposed purchase of Securitiesdeemed to be made directly or through agents. We will not receive any of the proceeds from this offering, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants are exercised for cash.
The Selling Securityholders also may resell all or a portion of the Securities in open market transactions in reliance upon Rule 144 under the Securities Act, provided that the Selling Securityholders meet the criteria and conform to the requirements of that rule.
To the extent required, the Securities to be sold, the name of the Selling Securityholders, the respective purchase price and public offering price, the names of any agents or dealers, and any applicableunderwriting commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the Securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Securities may not be sold unless such sale has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
discounts. We have advised the Selling Securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may applyagreed to sales of Securities in the marketprovide indemnification and contribution to the activities of the Selling Securityholders and their respective affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any broker-dealer that participates in transactions involving the sale of theB. Riley Securities against certain civil liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Securityholders against liabilities, including liabilities under the Securities Act and state securities laws, relatingThe offering of our Class A Common Stock pursuant to the registrationSales Agreement will terminate upon the earlier of (1) the sale of all shares of our Class A Common Stock subject to the Sales Agreement or (2) termination of the Sales Agreement as permitted therein. We and B. Riley Securities offeredmay each terminate the Sales Agreement at any time upon five days prior notice.
B. Riley Securities and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, B. Riley Securities may actively trade our securities for its own account or for the accounts of customers, and, accordingly, B. Riley Securities may at any time hold long or short positions in such securities. To the extent required by Regulation M, B. Riley Securities will not engage in any market making activities involving our Class A Common Stock while the offering is ongoing under this prospectus.
We have agreed with the Selling Securityholders to use our best efforts to cause the registration statement of whichThis prospectus in electronic format may be made available on a website maintained by B. Riley Securities and B. Riley Securities may distribute this prospectus constitutes a part effective and to remain continuously effective until the earlier of (1) such time as all of the Securities covered by thisaccompanying base prospectus have been disposed of pursuant to and in accordance with such registration statement or (2) the date on which all of the Securities may be sold without restriction or limitation pursuant to Rule 144 of the Securities Act.
There can be no assurance that any Selling Securityholder will sell any or all of the Securities registered pursuant to the shelf registration statement, of which this prospectus forms a part. Once sold under the shelf registration statement, of which this prospectus forms a part, the Securities will be freely tradable in the hands of persons other than our affiliates.electronically.
Certain legal matters in connection with the securities offered hereby will be passed upon for us by Morrison & Foerster LLP has passed upon the validity of the securities offeredLLP. B. Riley Securities is being represented in connection with this offering by this prospectus and certain other legal matters related to this prospectus.
Reed Smith LLP.
The consolidated balance sheets of Sky Harbour Group Corporation as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3, of which this prospectus is a part, under the Securities Act, to register the sale of shares of Class A Common Stock offered by this prospectus. However, this prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules to the registration statement. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to those filings. We encourage you to carefully read the registration statement and the exhibits and schedules to the registration statement.
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this prospectus, over the Internet at the SEC’s website at www.sec.gov.
Our website address is www.skyharbour.group. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4, and 5 and Schedules 13D and 13G with respect to our securities filed on behalf of our directors and our executive officers; and amendments to those documents. The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate“incorporate by reference much ofreference” the information that we file with the SEC,them, which means that we can disclose important information to you by referring you to those publicly available documents.documents instead of having to repeat the information in this prospectus. The information that we incorporateincorporated by reference in this prospectus is considered to be part of this prospectus. Becauseprospectus, and information that we are incorporating by reference future filingsfile later with the SEC this prospectus is continually updatedwill automatically update and those future filings may modify or supersede the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statementscontained in this prospectus or inand any document previously incorporated by reference have been modified or superseded. Thisaccompanying prospectus incorporatessupplement. We incorporate by reference the documents listed below and any future filingsthat we makehave previously filed with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the(excluding any portions of those documents furnishedany Form 8-K that are not deemed “filed” pursuant to Items 2.02 or 7.01the General Instructions of any Current Report on Form 8-K and, except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information), until the offering of the securities under the registration statement of which this prospectus forms a part is terminated or completed:8-K):
| our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 27, 2024; |
| our Current Report on Form 8-K (other than the information furnished pursuant to Item 2.02 or 7.01 thereof or related exhibits furnished pursuant to Item 9.01 thereof) filed with the SEC on January 3, 2024; and |
| the description of securities contained in Exhibit 4.4 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 27, 2024, and any amendment or report filed with the SEC for the purpose of updating such |
We also incorporate by reference additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion or termination of the offering of the securities contemplated by this prospectus, including all such documents we may file with the SEC after the date of the initial filing of the registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.
This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
We will provide without charge to each person, including any beneficial owners, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus but not delivered with this prospectus. You may request a copy of these documents by writing or telephoning us at the following address:
Sky Harbour Group Corporation
136 Tower Road, Suite 205
Westchester County Airport
White Plains, NY 10604
(212) 554-5990
You may also access certain of the documents incorporated by reference in this prospectus through our website at www.skyharbour.group. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.
PART II
SKY HARBOUR GROUP CORPORATION
Up to $100,000,000
Class A Common Stock
PROSPECTUS
B. Riley Securities
, 2024
Information Not Required in Prospectus
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Distribution |
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The following table sets forthlists the costs and expenses other than underwriting discounts and commissions, payable by usthe registrant in connection with the sale of the Securities being registered for resale hereunder.securities covered by this prospectus other than any sales commissions or discounts, which expenses will be paid by us. All amounts other thanshown are estimates except the SEC registration fee are estimates.and the Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fee.
SEC registration fee | $ | 21,217 | ||
Legal fees and expenses | $ | 50,000 | ||
Printing fees and miscellaneous expenses | $ | 5,000 | ||
Accounting fees and expenses | 50,000 | |||
Total | $ | 126,217 |
Discounts, concessions, commissions and similar selling expenses attributable to the sale of Securities covered by this prospectus will be borne by the Selling Securityholders. The registrant will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Securities with the SEC, as estimated in the table above.
SEC registration fee | $ | 29,520 | ||
FINRA filing fee | $ | 30,500 | ||
Legal fees and expenses | $ | * | ||
Accounting fees and expenses | $ | * | ||
Printing fees and miscellaneous expenses | $ | * | ||
Total | $ | * |
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Item 15. Indemnification of Directors and Officers
Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or other adjudicating court shall deem proper.
Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.
Additionally, our Certificate of Incorporation eliminates our directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
for any transaction from which the director derives an improper personal benefit;
for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
for any unlawful payment of dividends or redemption of shares; or
for any breach of a director’s duty of loyalty to the corporation or its stockholders.
• | for any transaction from which the director derives an improper personal benefit;; | |
• | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; | |
• | for any unlawful payment of dividends or redemption of shares; or | |
• | for any breach of a director’s duty of loyalty to the corporation or its stockholders. |
If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the Company’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
In addition, we have entered into separate indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person provides services at our request.
We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are included herein or incorporated herein by reference.
| Incorporated by Reference | |||||||||
Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date | |||||
1.1* | Form of Underwriting Agreement. | |||||||||
1.2(#) | ||||||||||
4.1 | S-1 | 333-249035 | 4.2 | September 25, 2020 | ||||||
4.2 | S-1 | 333-249035 | 4.3 | September 25, 2020 | ||||||
4.3 | 8-K | 001-39648 | 4.1 | October 26, 2020 | ||||||
4.4 | 10-K | 001-39648 | 4.4 | March 28, 2022 | ||||||
4.5* | Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. | |||||||||
4.6* | Form of Common Stock Warrant Agreement and Warrant Certificate. | |||||||||
4.7* | Form of Preferred Stock Warrant Agreement and Warrant Certificate. | |||||||||
4.8* | Form of Deposit Agreement. | |||||||||
4.9* | Form of Unit Agreement (including form of Unit). | |||||||||
5.1 (#) | ||||||||||
21.1 | 10-K | 001-39648 | 21.1 | March 28, 2022 | ||||||
23.1 (#) | ||||||||||
23.2 (#) | Consent of Morrison & Foerster LLP (included in Exhibit 5.1). | |||||||||
24.1 | ||||||||||
107(#) | ||||||||||
(*) | To be filed, if necessary, by an amendment to the registration statement or incorporated by reference to a Current Report on Form 8-K filed in connection with an underwritten offering of the securities offered hereunder. | |
(#) | Filed herewith. |
(b) Financial Statement Schedules. None.
Item 17. Undertakings |
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The financial statements filed as part ofundersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement are listedstatement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the indexprospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the financial statements immediately precedingplan of distribution not previously disclosed in the registration statement or any material change to such financial statements, which index toinformation in the financial statements is incorporated herein by reference.registration statement.
Incorporated by Reference | ||||||||||
Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date | |||||
3.1 | Second Amended and Restated Certificate of Incorporation of Yellowstone Acquisition Company. | 8-K | 001-39648 | 3.1 | January 31, 2022 | |||||
3.2 | 8-K | 001-39648 | 3.2 | January 31, 2022 | ||||||
4.1 | S-1 | 333-249035 | 4.2 | September 25, 2020 | ||||||
4.2 | 8-K | 001-39648 | 4.1 | October 26, 2020 | ||||||
5.1 (#) | ||||||||||
10.1 (+) | 8-K | 001-39648 | 10.1 | November 2, 2023 | ||||||
10.2 (+) | 8-K | 001-39648 | 10.2 | November 2, 2023 | ||||||
23.1 (#) | ||||||||||
23.2 (#) | Consent of Morrison & Foerster LLP (included in Exhibit 5.1). | |||||||||
24.1 (#) | ||||||||||
107 (#) | ||||||||||
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(+) Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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provided, Provided, however, that: Paragraphs (a)(1)that paragraphs (i), (a)(1)(ii) and (a)(1)(iii) of this sectionabove do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) To remove from registration by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering. |
| (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (7) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act. | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on this 27th day of March, 2024.
Sky Harbour Group Corporation | ||
By: | /s/ Tal Keinan | |
Name: | Tal Keinan | |
Title: | Chief Executive Officer | |
By: | /s/ Francisco X. Gonzalez | |
Name: | Francisco X. Gonzalez | |
Title: | Chief Financial Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tal Keinan and Francisco Gonzalez, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated:
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/s/ Tal Keinan |
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| March 27, 2024 | |
Tal Keinan |
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/s/ Francisco X. Gonzalez |
| Chief Financial Officer |
| March 27, 2024 | |
Francisco X. Gonzalez |
| (Principal Financial Officer) |
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/s/ Michael W. Schmitt |
| Chief Accounting Officer |
| March 27, 2024 | |
Michael W. Schmitt |
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/s/ Walter Jackson |
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| Director | March 27, 2024 | |||
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/s/ Alethia Nancoo |
| Director |
| March 27, 2024 | |
Alethia Nancoo |
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Alex B. Rozek | |||||
/s/ Lisa Leiponis | Director | March 27, 2024 | |||
Lisa Leiponis | |||||
/s/ Nick Wellmon | Director | March 27, 2024 | |||
Nick Wellmon | |||||
/s/ Robert S. Rivkin |
| Director |
| March 27, 2024 | |
Robert S. Rivkin |
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