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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) December 17, 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)
 
(212) 554-5990
Registrant’s telephone number, including area code
 
(Former name or former address, if changed since last report.)
 
 
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. ☐
 
 
 
 
 
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
On December 17, 2024, Sky Harbour Group Corporation (the “Company”) announced that the New York Stock Exchange (the “NYSE”) had approved the transfer of listing of the Company's Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (the “Warrants”) from the NYSE American LLC (the “NYSE American”) to the NYSE. The Company's Class A Common Stock and Warrants are anticipated to commence trading on the New York Stock Exchange on Monday, January 27, 2025, under their current ticker symbols of SKYH and SKYH WS, respectively. The Company’s Class A Common Stock and Warrants will continue to trade under the same ticker symbols on the NYSE American until the transfer is complete.
 
Item 7.01. Regulation FD Disclosure.
 
On December 17, 2024, the Company issued a press release announcing the expected transfer of listing from the NYSE American to the NYSE. 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. 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.
 
 
 
 
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 December 17, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: December 17, 2024
 
 
SKY HARBOUR GROUP CORPORATION
     
 
By:
/s/ Tal Keinan
 
Name:
 Tal Keinan
 
Title:
 Chief Executive Officer
 
 

Exhibit 99.1

 

shlogo.jpg

 

Sky Harbour Group Corporation Announces Uplisting to the New York Stock Exchange

 

 

West Harrison, NY – (BUSINESS WIRE) December 17th, 2024 – Sky Harbour Group Corporation (NYSE American: SKYH, SKYH WS) (“SHG” or the “Company”), an aviation infrastructure company building the first nationwide network of Home-Basing campuses for business aircraft, announced today that the Company has been approved for uplisting to the New York Stock Exchange (“NYSE”) from the NYSE American.

 

The common stock and warrants of the Company will cease trading on the NYSE American after market close on January 24, 2025, and will commence trading on the NYSE effective at the opening of trading on January 27, 2025. The Company’s common stock and warrants will continue to trade under the symbols “SKYH” and “SKYH WS”, respectively.

 

“Sky Harbour has been listed on the NYSE American since going public in early 2022. Now that we have met the requirements of the “Big Board” we are pleased to join larger capitalization and more liquid public companies at the NYSE,” commented Francisco Gonzalez, Sky Harbour's Chief Financial Officer. “We believe this move will provide enhanced visibility, expand our investor base and increase liquidity for our public stockholders.”

 

“Congratulations to Sky Harbour Group on its uplisting from NYSE American to the New York Stock Exchange,” said Chris Taylor, Vice President, Global Head of Listings and Services at NYSE Group. “We look forward to working with the company for years to come, as it continues to take advantage of the visibility and liquidity that the NYSE uniquely provides.”

 

If you have any questions or are interested in connecting with Sky Harbour leadership, please contact Investor Relations at investors@skyharbour.group.

 

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.

 

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 at Sky Harbour Corporation and its subsidiaries. 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

 

SKYH Investor Relations:
investors@skyharbour.group
Attn: Francisco X. Gonzalez, CFO

 
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Document And Entity Information
Dec. 17, 2024
Document Information [Line Items]  
Entity, Registrant Name Sky Harbour Group Corporation
Document, Type 8-K
Document, Period End Date Dec. 17, 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
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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]  
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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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