Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) May 23, 2024

 

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-39648		85-2732947
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

136 Tower Road, Suite 205 Westchester County Airport White Plains, NY		10604
(Address of principal executive offices)		(Zip Code)

 

[phone]

Registrant’s telephone number, including area code

 

(Former name or former address, if changed since last report.)

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		SKYH		NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		SKYH WS		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

 

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Item 1.01. Entry into a Material Definitive Agreement.

 

On May 23, 2024, Sky Harbour Group Corporation (the “Company”), through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “IAD Lease”) at Washington Dulles International Airport (“IAD”) with the Metropolitan Washington Airports Authority (“MWAA”). The IAD Lease covers approximately 18 acres of property at IAD. The initial term of the IAD Lease will be approximately 50 years and expire on March 31, 2074, and contains an option exercisable by the Company to extend the IAD Lease an additional 10 years following the expiration of the initial term. The property covered by the IAD Lease is split between two parcels, with rent payments associated with the first parcel (“IAD Phase I”) commencing the earlier of certificate of occupancy or 36 months from the issuance of permits for IAD Phase I, and rent payments associated with the second parcel (“IAD Phase II”) commencing the earlier of issuance of permits for IAD Phase II or five years from certificate of occupancy associated with IAD Phase I. The IAD Lease requires us to commence construction related to IAD Phase II within five years of the receipt of the certificate of occupancy for IAD Phase I.

 

IAD is owned and operated by MWAA and is located in Dulles, Virginia.

 

Item 7.01. Results of Operations and Financial Condition.

 

On May 29, 2024, the Company issued a press release (the “Press Release”) which announced its execution of the IAD Lease. A copy of the Press Release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

 

The furnishing of the Press Release is not an admission as to the materiality of any information therein. The information contained in the Press Release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

 

The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) . The information contained in this Item 7.01 and the Press Release shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the occurrence and timing of the hangar campus development project at IAD. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.  Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its other filings with the SEC.

 

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

 

 

EXHIBIT INDEX

   

 

Exhibit Number	Exhibit Title
99.1	Press Release dated May 29, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 29, 2024

 

	SKY HARBOUR GROUP CORPORATION
	By:	/s/ Tal Keinan
	Name:	Tal Keinan
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

 

 

Sky Harbour Announces Campus Development at Dulles International Airport

 

 

West Harrison, NY – May 29th, 2024 – The Sky Harbour Group Corporation (NYSE American: SKYH, SKYH WS) announced the execution of a lease agreement with the Metropolitan Washington Airports Authority (“MWAA”) for the development of a Sky Harbour Home Base campus at Dulles International Airport (IAD), Greater Washington DC’s international gateway airport.

 

The Sky Harbour campus, to be developed on approximately 18 acres, is expected to create or sustain hundreds of local jobs and generate significant economic benefits to Northern Virginia. The campus will offer “the best home base in business aviation” to house Washington, DC area’s top corporate and privately-owned business jets in state-of-the art hangars, with line-services dedicated exclusively to based tenants, offering “the shortest time to wheels-up in business aviation.”  

 

Dulles International Airport joins Sky Harbour campus locations now operating at Houston’s Sugar Land Regional Airport (SGR), Nashville International Airport (BNA), Miami Opa-Locka Executive Airport (OPF), and San Jose Mineta Airport (SJC); and campuses in development at Denver Centennial Airport (APA), Phoenix Deer Valley Airport (DVT), Dallas Addison Airport (ADS), Chicago Executive Airport (PWK), Bradley International Airport (BDL), Hudson Valley Regional Airport (POU), Orlando Executive Airport (ORL), and Stewart International Airport (SWF); with additional campuses soon to be announced. 

 

Richard Golinowski, MWAA Vice President and Dulles Airport manager commented “As growth surges through our region, so does the demand for aeronautical support facilities. Our partnership with Sky Harbour symbolizes the Airports Authority's commitment to ensuring IAD remains at the forefront of meeting current and future demand for aeronautical services in the Washington area."

 

Tal Keinan, Sky Harbour’s Chairman and Chief Executive Officer, commented, “Dulles International Airport is business aviation’s gateway to our nation’s capital and a Sky Harbour National Tier-1 airport. We are grateful for the opportunity to work with MWAA and eager to deliver on our commitment to the airport, to the Greater DC business aviation community, and to the citizens of Loudon County and Northern Virginia. The Sky Harbour campus at Dulles will be another best-in-class facility with outstanding operational leadership driving uncompromising standards for business aviation safety and efficiency.” 

 

Sky Harbour’s facility will include hangar space to house the latest business aircraft of all sizes, adjacent office space, critical operational infrastructure, and significant ramp and automobile parking.

 

About Sky Harbour Group Corporation 

 

Sky Harbour Group Corporation is an aviation infrastructure company developing the first nationwide network of Home-Basing campuses for business aircraft. The company develops, leases and manages general aviation hangars across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate customers with the best physical infrastructure in business aviation, coupled with dedicated service tailored to based aircraft, offering the shortest time to wheels-up in business aviation. To learn more, visit www.skyharbour.group. 

 

About the Metropolitan Washington Airports Authority

 

The Metropolitan Washington Airports Authority operates the U.S. Capital Region’s gateways to the nation and the world, Ronald Reagan Washington National Airport and Washington Dulles International Airport, the Dulles Airport Access Highway and the Dulles Toll Road. The Authority also managed construction of the Silver Line, a 23-mile extension of the Washington region’s Metrorail public transit system through northern Virginia, which began service to Dulles International in 2022.

 

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 expectations regarding future operations Dulles International Airport. 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 Sky Harbour Group Corporation (the “Company”) as applicable and are inherently subject to uncertainties and changes in circumstances. 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. For more information about risks facing the Company, see the Company’s annual report on Form 10-K for the year ended December 31, 2023 and other filings the Company makes with the SEC from time to time.The Company’s statements herein speak only as of the date hereof, and the Company 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.

 

Contacts 

 

Sky Harbour Airport Relations: [e-mail]

Sky Harbour Resident Relations: [e-mail]

Sky Harbour Investor Relations: [e-mail] Attn: Francisco Gonzalez

 

 

Document And Entity Information	May 23, 2024
Document Information [Line Items]
Entity, Registrant Name	Sky Harbour Group Corporation
Document, Type	8-K
Document, Period End Date	May 23, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39648
Entity, Tax Identification Number	85-2732947
Entity, Address, Address Line One	136 Tower Road, Suite 205
Entity, Address, Address Line Two	Westchester County Airport
Entity, Address, City or Town	White Plains
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	10604
City Area Code	212
Local Phone Number	554-5990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001823587
ClassACommonStockParValue00001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SKYH
Security Exchange Name	NYSEAMER
WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SKYH WS
Security Exchange Name	NYSEAMER

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