- Filing of Annual Report on Form 10-K for 2021 Audited Financials for Predecessor Yellowstone Acquisition Company renamed Sky Harbour Group Corporation

- Filing of Current Report on Form 8-K/A for 2021 Audited Financial Statements for Sky Harbour LLC

- Filing of Current Report on Form 8-K/A for Pro Forma Business Combination Statements as of December 31, 2021

- Filing of Registration Statement on Form S-1 for (i) issuance of up to 14,519,218 Shares of Class A Common Stock issuable upon exercise of 6,799,439 Public Warrants and 7,719,779 Private Warrants and (ii) resale of up to 7,719,779 Private Warrants and 7,719,779 Shares of Class A Common Stock issuable upon exercise of the Private Warrants

Sky Harbour Group Corporation (NYSE American: SKYH, SKYH WS) (“SHGC”) announced today that they have filed with the Securities and Exchange Commission (the “SEC”) the following forms in compliance with its reporting obligations and contractual obligations with its warrant holders. Investors can find each of these filings on the SEC’s website, www.sec.gov.

Form 10-K

SHGC filed in an Annual Report on Form 10-K the audited financial statements for the year ended December 31, 2021 for its predecessor company, the Yellowstone Special Acquisition Corporation (“YSAC”), reflecting the financial statements prior to the Business Combination that closed on January 25, 2022 between SHGC and YSAC.

Form 8-K

SHGC filed in a Current Report on Form 8-K the audited consolidated financial statements for the years ended December 31, 2021 and 2020 for its wholly owned subsidiary, Sky Harbour LLC (“Sky”), reflecting the financial statements prior to the Business Combination as well as the unaudited pro forma condensed financial information of SHGC as of and for the year ended December 31, 2021.

S-1 Registration Statement

SHGC filed a Registration Statement on Form S-1 (the “Form S-1”) for (i) issuance of up to 14,519,218 shares of Class A Common Stock issuable upon exercise of 6,799,439 Public Warrants and 7,719,779 Private Warrants. The Form S-1 also registered the resale of up to 7,719,779 Private Warrants and the shares of Class A Common Stock underlying such warrants held by BOC Yellowstone LLC, an affiliate of the Sponsor of YSAC. Both the Private Warrants and their underlying shares of Class A Common Stock are subject to lock-up provisions as detailed in the Form S-1. Upon being declared effective by the SEC, the holders of the Warrants may exercise their Warrants in accordance with the Warrant Agreement dated October 21, 2020. The Company will inform warrant holders as soon as the Form S-1 is declared effective by the SEC.

Any Public Warrant holder seeking to exercise its Warrants must instruct its broker-dealer (DTC participant) directly and follow their processes to implement such exercise. If the Form S-1 is declared effective prior to April 20, 2022, such exercise of Public Warrants would require the holder to pay the exercise price of $11.50 per share to receive a shares of Class A Common Stock. If the Form S-1 is declared effective on or after April 21, 2022, Public Warrants may be exercised “cashless” in accordance with the Warrant Agreement.

About Sky Harbour Group Corporation

Sky Harbour Group Corporation is an aviation infrastructure development company building the first nationwide network of Home-Basing Solutions (“HBS”) for business aircraft. We develop, lease and manage general aviation hangars across the United States, targeting airfields in the largest growth markets with significant aircraft populations and high hangar demand. Our HBS campuses feature exclusive private hangars and a full suite of dedicated services specifically designed for home-based aircraft. To learn more, visit www.skyharbour.group.

Forward Looking Statements

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, including statements about the anticipated benefits of the business combination, and the financial condition, results of operations, earnings outlook and prospects of SHGC may include statements for the period following the consummation of the business combination. When used in this press release, the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of SHGC as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or 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 discussed and identified in the public filings made or to be made with the SEC by SHGC, including the filings described above, regarding the following: the effectiveness of the Form S-1; expectations regarding SHGC’s strategies and future financial performance, including its future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and SHGC’s ability to invest in growth initiatives; SHGC’s ability to scale and build the hangars currently under development or planned in a timely and cost-effective manner; the implementation, market acceptance and success of SHGC’s business model and growth strategy; the success or profitability of SHGC’s hangar facilities; SHGC’s future capital requirements and sources and uses of cash; SHGC’s ability to obtain funding for its operations and future growth; developments and projections relating to SHGC’s competitors and industry; the ability to recognize the anticipated benefits of the business combination; geopolitical risk and changes in applicable laws or regulations; the possibility that SHGC may be adversely affected by other economic, business, and/or competitive factors; operational risk; risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on SHGC’s business operations, as well as SHGC’s financial condition and results of operations. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of SHGC prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. SHGC undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE: Sky Harbour Group Corporation

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