We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Yellowstone Acquisition Company | NASDAQ:YSAC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.16 | 10.01 | 15.00 | 0 | 01:00:00 |
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)
|
☐
|
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))
|
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
|
●
|
YAC’s former public stockholders own 1,537,857 shares of the Company’s outstanding common stock, all of which is Class A Common Stock, and represents approximately 2.7% of the voting power of the Company;
|
|
|
||
●
|
Boston Omaha, through the Sponsor, BOC Yellowstone II LLC, the BOC PIPE and the conversion of BOC YAC’s equity interests in Sky, owns 13,399,724 shares of the Company’s outstanding common stock, all of which is Class A Common Stock, and represents approximately 23.5% of the voting power of the Company; | |
|
||
●
|
The Existing Sky Equityholders own 42,192,250 shares of the Company’s outstanding common stock, consisting of entirely of Class B Common Stock, which represent approximately 73.9% of the voting power of the Company.
|
●
|
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 outcome of any legal proceedings that may be instituted against the Company or Sky in connection with the Business Combination and related transactions;
|
|
|
||
●
|
the risk that the proposed Business Combination disrupts Sky’s current operations as a result of the announcement and consummation of the transactions described herein;
|
|
|
||
●
|
Sky’s limited operating history makes it difficult to predict future revenues and operating results;
|
|
|
||
●
|
financial projections with respect to Sky may not prove to be reflective of actual financial results;
|
●
|
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably;
|
|
|
||
●
|
costs related to the Business Combination;
|
|
|
||
●
|
changes in applicable laws or regulations;
|
|
|
||
●
|
the possibility that the Company or Sky may be adversely affected by other economic, business, and/or competitive factors; and
|
|
|
||
●
|
other risks and uncertainties indicated in the Proxy Statement, including those set forth under the section entitled “Risk Factors.”
|
●
|
each person known to be the beneficial owner of more than 5% of the Company’s outstanding ordinary shares;
|
|
|
||
●
|
each director and each of the Company’s named executive officers; and
|
|
|
||
●
|
all current executive officers and directors as a group.
|
Class A
Common Stock |
Class B
Common Stock |
Combined
Voting
Power
(%)(2)
|
||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
Number
|
%
|
Number
|
%
|
||||||||||||||||
Five Percent Holders:
|
||||||||||||||||||||
Boston Omaha Corporation(3)
|
4,500,000 | 30.1 |
%
|
- | - | 7.9 |
%
|
|||||||||||||
BOC Yellowstone LLC(4)
|
3,193,474 | 21.4 |
%
|
- | - | 5.6 |
%
|
|||||||||||||
BOC YAC Funding LLC(5)
|
5,500,000 | 36.8 |
%
|
- | - | 9.6 |
%
|
|||||||||||||
Hudson Bay Capital Management LP and Sandler Gerber(6)
|
900,000 | 6.0 |
%
|
- | - | 1.6 |
%
|
|||||||||||||
Glazer Capital, LLC and Paul J. Glazer(7)
|
1,265,352 | 8.5 |
%
|
- | - | 2.2 |
%
|
|||||||||||||
Karpus Management LLC(8)
|
1,717,277 | 11.5 |
%
|
- | - | 3.0 |
%
|
|||||||||||||
Polar Asset Management Partners Inc.(9)
|
984,371 | 6.6 |
%
|
- | - | 1.7 |
%
|
|||||||||||||
Barclays PLC and Barclays Bank PLC(10)
|
759,608 | 5.1 |
%
|
- | - | 1.3 |
%
|
|||||||||||||
Shaolin Capital Management LLC(11)
|
750,955 | 5.0 |
%
|
- | - | 1.3 |
%
|
|||||||||||||
Due West Partners LLC(12)(15)
|
- | - | 11,640,460 | 27.6 |
%
|
20.4 |
%
|
|||||||||||||
Center Sky Harbour LLC(13)
|
- | - | 11,637,960 | 27.6 |
%
|
20.4 |
%
|
|||||||||||||
Directors and Executive Officers:
|
- | |||||||||||||||||||
Tal Keinan
|
- | - | 17,943,792 | 42.5 |
%
|
31.4 |
%
|
|||||||||||||
Alex Saltzman
|
- | - | - | - | - | |||||||||||||||
Francisco Gonzalez
|
- | - | - | - | - | |||||||||||||||
Michael Schmitt
|
- | - | - | - | - | |||||||||||||||
Gerald Adler
|
- | - | - | - | - | |||||||||||||||
Walter Jackson
|
- | - | 412,072 | * | * | |||||||||||||||
Alethia Nancoo
|
- | - | - | - | ||||||||||||||||
Alex B. Rozek(14)
|
13,399,724 | 89.7 |
%
|
- | - | 23.5 |
%
|
|||||||||||||
Lysa Leiponis
|
- | - | - | - | - | |||||||||||||||
Nick Wellmon(15)
|
- | - | 11,640,460 | 27.6 |
%
|
20.4 |
%
|
|||||||||||||
Robert S. Rivkin
|
- | - | - | - | - | |||||||||||||||
All directors and executive officers, as a group (11 individuals)
|
13,399,724 | 89.7 |
%
|
29,996,324 | 71.2 |
%
|
76.0 |
%
|
*
|
less than 1%
|
(1)
|
This table is based on 57,129,831 shares of Common Stock outstanding as of January 25, 2022. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. Unless otherwise noted, the business address of each of those listed in the table above is c/o Sky Harbour Group Corporation, 136 Tower Road, Suite 205, Westchester County Airport, White Plains, NY 10604.
|
|
(2)
|
Percentage of combined voting power represents voting power with respect to all shares of Class A common stock and Class B Common Stock, voting together as a single class. 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.
|
|
(3)
|
The business address of Boston Omaha Corporation is 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102.
|
|
(4)
|
The business address of BOC Yellowstone LLC is c/o BOC Yellowstone LLC 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102.
|
|
(5)
|
The business address of BOC YAC Funding LLC is c/o BOC Yellowstone LLC 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102.
|
|
(6)
|
According to Schedule 13G filed on filed on February 11, 2021. The business address of Hudson Bay Capital Management LP and Mr. Sander Gerber is 777 Third Avenue, 30th Floor, New York, New York 10017.
|
|
(7)
|
According to Schedule 13G filed on February 16, 2021. The business address of Glazer Capital, LLC and Mr. Paul J. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019. | |
(8)
|
According to Schedule 13G filed on July 9, 2021. Karpus Management, Inc., d/b/a Karpus Investment Management‘s business address is 183 Sully's Trail, Pittsford, New York 14534.
|
|
(9)
|
According to Schedule 13G filed on February 11, 2021. The business address of Polar Asset Management Partners Inc. is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
|
|
(10)
|
According to Schedule 13G filed on February 11, 2021. The business address of Barclays PLC and Barclays Bank PLC is 1 Churchill Place, London, E14 5HP, England.
|
|
(11)
|
According to Schedule 13G filed on February 24, 2021. The business address of Shaolin Capital Management LLC is 1460 Broadway, New York, New York 10036.
|
|
(12)
|
The business address of Due West Partners LLC is 8260 SE 31st St., Mercer Island, Washington 98040.
|
|
(13)
|
The business address of Center Sky Harbour LLC is 9355 Wilshire Blvd, Suite 350, Beverly Hills, California 90210.
|
|
(14)
|
The business address of Mr. Rozek is c/o Boston Omaha Corporation 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102. Mr. Rozek is an officer, director and stockholder of Boston Omaha Corporation. Mr. Rozek is a manager of BOC Yellowstone LLC, which is owned by Boston Omaha Corporation and is the sole managing member of BOC Yellowstone II LLC. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone LLC and BOC Yellowstone II LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation.
|
|
(15)
|
Represents shares held by Due West Partners LLC (“Due West”). Mr. Wellmon is the Founder and Managing Partner of Due West, and as such has voting and investment discretion with respect to the shares of Class B Common Stock held of record by Due West and may be deemed to have shared beneficial ownership of the shares of Class B Common Stock held directly by Due West. Mr. Wellmon disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein.
|
●
|
4,500,000 shares of Class A common stock to Boston Omaha for aggregate consideration of $45.0 million;
|
|
|
||
●
|
5,500,000 shares of Class A common stock to BOC YAC Funding LLC upon conversion of series B preferred units in Sky for aggregate consideration of $55.0 million; and
|
|
|
||
●
|
42,192,250 shares of Class B Common Stock to the Existing Sky Equityholders.
|
*
|
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.
|
†
|
Indicates a management contract or compensatory plan.
|
SKY HARBOUR GROUP CORPORATION
|
||
By:
|
/s/ Tal Keinan
|
|
Name:
|
Tal Keinan
|
|
Title:
|
Chief Executive Officer
|
1 Year Yellowstone Acquisition Chart |
1 Month Yellowstone Acquisition Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions