Proxy Statement - Merger or Acquisition (definitive) (defm14a)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
YELLOWSTONE ACQUISITION COMPANY

To Be Held on January 25, 2022

To the Stockholders of Yellowstone Acquisition Company:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of stockholders of Yellowstone Acquisition Company, a Delaware corporation (“YAC,” the “Company,” “we,” “us,” or “our”), will be held at 9:00 a.m., Eastern Time, on Tuesday, January 25, 2022, at 9:00 a.m.. In light of ongoing developments related to the novel coronavirus, after careful consideration, we have determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You are cordially invited to attend the Special Meeting online by visiting https://www.cstproxy.com/yellowstoneac/2022.  You may also attend the Special Meeting by telephone in listen only mode within the U.S. and Canada: 1-800-450-7155 (toll-free) or outside of the U.S. and Canada: 1-857-999-9155 (standard rates apply). The passcode for telephone access is:7343672#. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex D, a copy of the Equity Purchase Agreement and the exhibits attached thereto. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements.

Shares of class A common stock, par value $0.0001 per share, of YAC (the “Class A Common Stock”) and YAC warrants held by public (the “YAC Public Warrants”) were listed on The Nasdaq Capital Markets LLC (“Nasdaq”) under the symbols “YSAC” and “YSACW,” respectively  through January 3, 2022 and commenced trading on the New York Stock Exchange (the “NYSE”) on  January 4, 2022. Certain shares of Class A Common Stock and YAC Public Warrants currently trade as units consisting of one share of Class A Common Stock and one-half of one redeemable warrant, and are listed on the NYSE under the symbol “YSACU” (“YAC Units”). The YAC Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon consummation of the transactions contemplated by the Equity Purchase Agreement, we will change our name to “Sky Harbour Group Corporation.” We intend to apply to continue the listing of Class A Common Stock as Class A Common Stock and YAC Public Warrants as SHG Corporation warrants held by the public on NYSE under the symbols “SKYH” and “SKYHWS,” respectively, upon the Closing.

Only holders of record of shares of Class A Common Stock and shares of Class B Common Stock, par value $0.0001 per share, of YAC (the “YAC Class B Common Stock”) (collectively, the “Common Stock”) at the close of business on December 22, 2021 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available electronically during the Special Meeting at https://www.cstproxy.com/yellowstoneac/2022.  .

Pursuant to our Amended and Restated Certificate of Incorporation, dated as of October 21, 2020 (the “Existing Certificate of Incorporation”), if a stockholder vote is required for the Business Combination to be consummated, YAC must offer to redeem for cash (the “Redemption Rights”) all or a portion of the shares of Class A Common Stock held by a holder of Class A Common Stock (a “Public Stockholder”). You will be entitled to receive cash for any shares of Class A Common Stock to be redeemed only if you:

Holders of YAC Units must elect to separate the underlying shares of Class A Common Stock and YAC Public Warrants prior to exercising Redemption Rights with respect to the shares of Class A Common Stock. If holders hold their YAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the YAC Units into the underlying shares of Class A Common Stock and YAC Public Warrants, or if a holder holds YAC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in a trust account (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of Class A Common Stock. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.20 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of Class A Common Stock, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that YAC instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See the section entitled “Special Meeting of the YAC Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the shares of Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the shares of Class A Common Stock, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Each redemption of shares of Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $138.7 million as of September 30, 2021, which YAC intends to use for the purposes of consummating the Business Combination within the time period described in this proxy statement and to pay deferred underwriting commission payable to Wells Fargo Securities to the underwriters of the IPO. YAC will not consummate the Business Combination if the redemption of public shares would result in YAC’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than $5,000,001.

Under the Equity Purchase Agreement, the approval of each of the condition precedent proposals (i.e., the Business Combination Proposal, the NYSE Proposal, the Charter Proposal, the Director Election Proposal and the Incentive Plan Proposal) is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Governance Proposals are being presented on a non-binding advisory basis.

Approval of the Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Class A Common Stock and Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of Class B Common Stock cast by YAC’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of shares of Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares of Common Stock, please contact  Morrow Sodali Global LLC, our proxy solicitor, by calling 800-662-5200 for individuals or 203-658-9400 for banks and brokers or by sending an e-mail to YSAC.info@investor.morrowsodali.com. This notice of Special Meeting and the proxy statement are available at https://www. cstproxy.com/yellowstoneac/2022.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on January 25, 2022. This notice of Special Meeting and the related proxy statement will be available at  https://www.cstproxy.com/yellowstoneac/2022.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of YAC and Sky and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of YAC” and “Other Information About YAC.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, 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 YAC and Sky, 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 factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by YAC and the following:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of YAC or Sky prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to YAC or Sky or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, YAC and Sky undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

Questions and Answers About the Business Combination

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

As part of the Business Combination, BOC YAC invested $55.0 million directly into Sky, and upon the successful consummation of the Business Combination, this investment will convert into 5,500,000 shares of Class A Common Stock, valued at $10.00 per share. In addition, Boston Omaha has entered into a subscription agreement with Sky dated December 22, 2021, pursuant to which Boston Omaha has agreed to invest $45.0 million through the purchase of 4,500,000 shares of YAC Class A Common Stock at a price of $10.00 per share immediately prior to the consummation of the Business Combination.

In connection with the BOC PIPE Subscription Agreement, Sky entered into a letter agreement with Yellowstone and Boston Omaha on December 22, 2021, in which, among other things, Sky agreed to waive the Minimum Buyer Financing Condition which required Yellowstone to deliver at least $150 million in value in accordance with Section 6.3(e) of the Equity Purchase Agreement (subject to funding of the $45,000,000 under the BOC PIPE Subscription Agreement), consented to Yellowstone transferring its listing to the New York Stock Exchange and, given the enhanced scrutiny of Special Purpose Acquisition Companies, agreed to the engagement of a nationally recognized accounting firm to provide consulting services to Sky with respect to its internal control function. 

Furthermore, BOC YAC had previously agreed in the Equity Purchase Agreement to provide to Sky the Back-Stop Financing which would be valued at up to an additional $45.0 million through the purchase of additional shares of Class A Common Stock at a price of $10.00 per share immediately prior to the consummation of the Business Combination if needed. The Back-Stop Financing would be funded if the Available Buyer Financing, before giving effect to the Back-Stop Financing, is less than $150.0 million. Yellowstone and Sky have agreed that the funding of the BOC PIPE will be in lieu of, and will satisfy, Boston Omaha’s obligation to provide the Back-Stop Financing. The BOC PIPE will be funded in accordance with the terms of the BOC PIPE Subscription Agreement.

Approval of the Business Combination Proposal will require the affirmative vote of a majority of the votes cast by holders of Class A Common Stock and Class B Common Stock present in person (which includes presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

Adoption of the Governance Proposals and the Adjournment Proposal are not conditioned upon the adoption of any of the other Proposals.

The current management team of Sky will serve in the same roles at SHG Corporation following the consummation of the Business Combination. For more information on SHG Corporation’s anticipated management, see the section entitled “SHG Corporation Management After the Business Combination” in this proxy statement.

At the Closing, SHG Corporation and the Stockholder Parties will enter into the Stockholders’ Agreement. Pursuant to the Stockholders’ Agreement, among other things, the Stockholder Parties will agree to vote all securities of SHG Corporation that may be voted in the election of SHG Corporation’s directors held by such Stockholder Parties in accordance with the provisions of the Stockholders’ Agreement. See “Proposal No. 1 – The Business Combination Proposal – The Equity Purchase Agreement – Stockholders’ Agreement and Election of Directors.”

As a result, after the Closing, we will qualify as a “controlled company” within the meaning of the corporate governance standards of NYSE. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of the SHG Corporation Board consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors.

We expect to rely on certain of these exemptions after the Closing. As a result, we will not have a compensation committee consisting entirely of independent directors and our directors will not be nominated or selected solely by independent directors. We may also rely on the other exemptions so long as we qualify as a controlled company. To the extent we rely on any of these exemption, holders of Class A Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NYSE. For more a more detailed discussion of the implications of being a “controlled company,” see the sections entitled “Summary of the Proxy Statement — Emerging Growth Company, Smaller Reporting Company and Controlled Company” and “Risk Factors — Risks Relating to Our Organization and Structure — Following the Closing, we will be a “controlled company” within the meaning of the NYSE listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

However, the consummation of the Business Combination is conditioned upon, among other things, approval by YAC’s stockholders of the Equity Purchase Agreement and the Business Combination and there being Available Buyer Financing of at least $150.0 million. Sky has agreed to waive the Minimum Buyer Financing Condition which required Yellowstone to deliver at least $150 million in value in accordance with Section 6.3(e) of the Equity Purchase Agreement (subject to funding of the $45,000,000 under the BOC PIPE Subscription Agreement).

In addition, with fewer shares of Class A Common Stock and Public Stockholders, the trading market for Class A Common Stock may be less liquid than the market for shares of Class A Common Stock was prior to consummation of the Business Combination and SHG Corporation may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into SHG Corporation’s business will be reduced.

On August 25, 2020, our Sponsor purchased an aggregate of 3,339,724 shares of Yellowstone Class B Common Stock, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.007 per share, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $33.96 million based on the closing price of $ $10.17 per public share on NYSE on December 31,  2021.. Because these shares were purchased with a minimal investment, the Sponsor could achieve a significant positive return even if the trading prices of shares of SHG following the closing of the Business Combination decline significantly.

In October and November 2020, our Sponsor purchased an aggregate of 7,719,779 Private Placement Warrants at a price of $1.00 per Private Placement Warrant from Yellowstone. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment, with each Private Placement Warrant being exercisable commencing 30 days following the Closing, subject to certain lock-up periods. This purchase took place on a private placement basis simultaneously with the completion of the IPO. The warrants held by the Sponsor had an aggregate market value of approximately $6.33 million based upon the closing price of $0.82 per warrant on NASDAQ on December 31, 2021. Also, on September 27, 2021, our Sponsor loaned us $1,000,000 under a convertible promissory note. At the Sponsor’s option, this note is convertible into Private Placement Warrants at a price of $1.50 per warrant.

In addition, BOC YAC, a subsidiary of Boston Omaha, will receive 5,500,000 shares of Class A Common Stock upon completion of the Business Combination in exchange for its Series B Preferred Units it purchased in September 2021 for an aggregate purchase price of $55 million. In addition, our Sponsor intends to distribute immediately prior to the consummation of the Business Combination 25,000 shares of Class B Common Stock held by the Sponsor to each of our three outside directors in consideration for their services rendered as members of our board of directors.

Further, Boston Omaha has entered into a subscription agreement with Sky dated December 22, 2021, pursuant to which Boston Omaha has agreed to invest $45.0 million through the purchase of 4,500,000 shares of YAC Class A Common Stock at a price of $10.00 per share immediately prior to the consummation of the Business Combination.

If we do not consummate the Business Combination by January 25, 2022, we will be required to dissolve and liquidate the securities held by our Sponsor, which securities will be of no value because our Sponsor has agreed to waive its rights to any liquidation distributions. YAC’s officers, directors and the Sponsor derived benefit from agreeing to such provisions in that they facilitated the marketing of the IPO, but did not receive any separate consideration for such waivers. However, we intend to seek a stockholder vote to amend our governing documents to extend the January 25, 2022 deadline if necessary to complete the Business Combination.

These interests may influence YAC’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the transactions contemplated thereby. These interests were considered by the YAC board of directors when it approved the Business Combination.

The existence of financial and personal interests of one or more of YAC directors (including as it relates to the Sponsor) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of YAC and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, YAC’s officers have interests in the Business Combination that may conflict with your interests as a stockholder.

Please also see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination; Risk Factors — Risks Relating to YAC — Directors of YAC have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.; and Risk Factors — Risks Relating to YAC.” for more information on the interests and relationships of Sponsor and current officers and directors of YAC.

Following the consummation of the Business Combination, SHG Corporation will be a holding company, and, accordingly, all the business of the acquired business will be held directly by Sky, of which SHG Corporation will be the managing member, and SHG Corporation’s only direct asset will consist of the Sky Common Units. As the managing member of Sky, SHG Corporation will have full, exclusive and complete discretion to manage and control the business of Sky and to take all action it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of Sky set forth in the A&R Operating Agreement, and, accordingly, the financial statements of Sky will be prepared on a consolidated basis with SHG Corporation. SHG Corporation may not be removed as managing member of Sky.

The Up-C structure will allow the Existing Sky Equityholders to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership for U.S. federal income (and certain state and local) tax purposes following the Business Combination. One of these benefits is that, for U.S. federal income (and certain state and local) purposes, future taxable income of Sky that is allocated to the Existing Sky Equityholders will be taxed on a flow-through basis and therefore Sky will generally not, for U.S. federal income (and certain state and local) purposes, be subject to income taxes at the entity level (that it would generally be subject to if it were treated as a corporation for such applicable tax purposes). See the sections entitled “Proposal No. 1 — The Business Combination Proposal” for more information.

Questions and Answers About the Special Meeting for YAC’s Stockholders

Approval of the Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of Class A Common Stock and Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of Class B Common Stock cast by YAC’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. For this Special Meeting, holders of Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Pursuant to the Letter Agreement, the Initial YAC Stockholders have agreed to vote their Initial Sponsor Shares and any public shares purchased during or after our IPO in favor of the Business Combination. As of the date hereof, such stockholders own 20% of the total issued and outstanding shares of Common Stock. Assuming only the minimum shares of Class A Common Stock and Class B Common Stock necessary to constitute a quorum are present in person or by proxy at the Special Meeting, only 5,099,588 shares or 37.5% of the outstanding shares of Class A Common Stock not subject to the Letter Agreement must be voted in favor of the Business Combination for the Business Combination Proposal to be approved. The agreement by the Initial YAC Stockholders to vote in favor of the Business Combination Proposal will increase the likelihood that we will receive the requisite stockholder approval. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, voting as a single class.

The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of Class B Common Stock cast by YAC’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Notwithstanding the foregoing, a holder of Class A Common Stock, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Class A Common Stock with respect to more than an aggregate of 20% of the shares of Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the shares of the Class A Common Stock, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

Pursuant to the Letter Agreement, our Sponsor and Initial YAC Stockholders have agreed to waive their Redemption Rights with respect to their Initial Sponsor Shares and public shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by our stockholders of the Equity Purchase Agreement and the Business Combination. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our Class A Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement.”

Holders of YAC Units must elect to separate the underlying shares of Class A Common Stock and YAC Public Warrants prior to exercising Redemption Rights with respect to the shares of Class A Common Stock. If holders hold their YAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the YAC Units into the underlying shares of Class A Common Stock and YAC Public Warrants, or if a holder holds YAC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of Class A Common Stock. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.20 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that YAC instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See the section entitled “Special Meeting of the YAC Stockholders — Redemption Rights” in this proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the shares of Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the shares of Class A Common Stock, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

If you are a holder of record of shares of Class A Common Stock and Class B Common Stock on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will have no effect on any of the proposals in this proxy statement, except that broker non-votes will have the same effect as a vote “AGAINST” the Charter Proposal.

For the proposals in this proxy statement, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Holders of YAC Warrants should not submit the certificates relating to their warrants. Public Stockholders who do not elect to have their shares of Class A Common Stock redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their shares of Class A Common Stock.

Upon effectiveness of the Business Combination, holders of YAC Units, Class A Common Stock and YAC Warrants will receive units, Class A Common Stock and SHG Corporation Warrants without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants.

In addition, before the Closing, each outstanding YAC Unit (each of which consists of one share of Class A Common Stock and one-half of one YAC Public Warrant) will be separated into its component share of Class A Common Stock and YAC Public Warrant.

You may also obtain additional information about YAC from documents filed with the SEC by following the instructions in “Where You Can Find More Information.”

 

Equity Ownership and Voting Power Upon Closing

 

As of the date of this proxy statement, there are 16,998,622 shares of Common Stock outstanding, comprised of 13,598,898 shares of Class A Common Stock held by Public Stockholders and 3,399,724 shares of YAC Class B Common stock held by the Initial YAC Stockholders. In connection with the Closing, (i) each then-outstanding share of Class B Common Stock will automatically convert into a share of Class A Common Stock on a one-for-one basis, (ii) BOC YAC will receive 5.5 million shares of Class A Common Stock following conversion and exchange of the BOC YAC Investment as described herein, (iii) Boston Omaha will receive 4.5 million shares of Class A Common Stock pursuant to the BOC PIPE Subscription Agreement and (iv) no shares of Class A Common Stock are issued pursuant to a Subsequent PIPE.

 

We anticipate that, upon completion of the Business Combination, the voting interests in SHG Corporation will be as set forth in the table below.

 

		Assuming No Redemption								Assuming 25% Redemption								Assuming 50% Redemption								Assuming 75% Redemption								Assuming Maximum Possible Redemption - 100%
		Shares(1)				%				Shares(2)				%				Shares(3)				%				Shares(4)				%				Shares(5)				%
Stockholder
Existing Sky Equityholders			45,000,000				62.5	%			45,000,000				65.6	%			45,000,000				69.0	%			45,000,000				72.8	%			45,000,000				77.1	%
Yellowstone's Public Stockholders			13,598,898				18.9	%			10,199,174				14.9	%			6,799,449				10.4	%			3,399,725				5.5	%			-				0.0	%
BOC YAC Initial Investment			5,500,000				7.6	%			5,500,000				8.0	%			5,500,000				8.5	%			5,500,000				8.9	%			5,500,000				9.4	%
BOC PIPE Investment			4,500,000				6.3	%			4,500,000				6.5	%			4,500,000				6.9	%			4,500,000				7.3	%			4,500,000				7.7	%
Yellowstone Sponsors			3,399,724				4.7	%			3,399,724				5.0	%			3,399,724				5.2	%			3,399,724				5.5	%			3,399,724				5.8	%
Proforma Combined Company Common Stock as of September 30, 2021			71,998,622				100	%			68,598,898				100.0	%			65,199,173				100	%			61,799,449				100	%			58,399,724				100	%
Potential Sources of Dilution:
Public Warrants			6,799,449				9.4	%			6,799,449				9.9	%			6,799,449				10.4	%			6,799,449				11.0	%			6,799,449				11.6	%
Private Warrants(6)			7,719,779				10.7	%			7,719,779				11.3	%			7,719,779				11.8	%			7,719,779				12.5	%			7,719,779				13.2	%

 

(1)

Assumes that no shares of Yellowstone Class A Common Stock are redeemed, the BOC PIPE is funded, no Subsequent PIPE and excludes potential dilution from SHG Corporation Warrants and YAC Warrants.

 

(2)

Assumes that 3,399,724 shares of Yellowstone Class A Common Stock are redeemed for aggregate redemption payments of $34,677,185, assuming a $10.20 per share Redemption Price and based on funds in the Trust Account and working capital available to Yellowstone outside of the Trust Account as of September 30, 2021, the BOC PIPE is funded, and there is no Subsequent PIPE prior to Closing.

 

(3)

Assumes that 6,799,449 shares of Yellowstone Class A Common Stock are redeemed for aggregate redemption payments of $69,354,370, assuming a $10.20 per share Redemption Price and based on funds in the Trust Account and working capital available to Yellowstone outside of the Trust Account as of September 30, 2021, the BOC PIPE is funded and there is no Subsequent PIPE prior to Closing. The Equity Purchase Agreement includes a condition to the Closing, waived by Sky in connection with the funding of the BOC PIPE, that, at the Closing, YAC have cash or cash equivalents of at least $150 million (after giving effect to the payment of YAC’s unpaid transaction expenses), consisting of: (i) funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemptions), (ii) a total of up to $100 million in value from BOC YAC (after giving effect to (x) BOC YAC Initial Investment of $55 million and (y) BOC YAC’s Back-Stop Financing, up to $45 million in value as needed to satisfy the Minimum Available Buyer Financing Amount) and (iii) the proceeds of the Subsequent PIPE, if any.

 

(4)

Assumes that 10,199,173 shares of Yellowstone Class A Common Stock are redeemed for aggregate redemption payments of $104,031,565, assuming a $10.20 per share Redemption Price and based on funds in the Trust Account and working capital available to Yellowstone outside of the Trust Account as of September 30, 2021, the BOC PIPE is funded and there is no Subsequent PIPE prior to Closing. The Equity Purchase Agreement includes a condition to the Closing, waived by Sky in connection with the funding of the BOC PIPE, that, at the Closing, YAC have cash or cash equivalents of at least $150 million (after giving effect to the payment of YAC’s unpaid transaction expenses), consisting of: (i) funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemptions), (ii) a total of up to $100 million in value from BOC YAC (after giving effect to (x) BOC YAC Initial Investment of $55 million and (y) BOC YAC’s Back-Stop Financing, up to $45 million in value as needed to satisfy the Minimum Available Buyer Financing Amount) and (iii) the proceeds of the Subsequent PIPE, if any.

 

(5)

Assumes that 13,598,898 shares of Yellowstone Class A Common Stock are redeemed for aggregate redemption payments of $138,708,760, assuming a $10.20 per share Redemption Price and based on funds in the Trust Account as of September 30, 2021, the BOC PIPE is funded and there is no Subsequent PIPE financing prior to Closing. The Equity Purchase Agreement includes a condition to the Closing, waived by Sky in connection with the funding of the BOC PIPE, that, at the Closing, YAC have cash or cash equivalents of at least $150 million (after giving effect to the payment of YAC’s unpaid transaction expenses), consisting of: (i) funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemptions(ii) a total of up to $100 million in value from BOC YAC (after giving effect to (x) BOC YAC Initial Investment of $55 million and (y) BOC YAC’s Back-Stop Financing, up to $45 million in value as needed to satisfy the Minimum Available Buyer Financing Amount) and (iii) the proceeds of the Subsequent PIPE, if any.

 

(6)

Excludes the optional conversion by the Sponsor of its $1,000,000 working capital Promissory Loan to YAC for 666,667 warrants at a conversion price of $1.50 per warrant.

 

 

Organizational Structure

 

The following diagram illustrates the economic ownership of SHG Corporation immediately following the Closing assuming the no redemption scenario, as described in more detail below:

Redemption Rights

Pursuant to the Existing Certificate of Incorporation, a Public Stockholder may request that YAC redeem all or a portion of such Public Stockholder’s shares of Class A Common Stock for cash if the Business Combination is consummated. You will be entitled to receive cash for any shares of Class A Common Stock to be redeemed only if you:

Holders of YAC Units must elect to separate the underlying shares of Class A Common Stock and YAC Public Warrants prior to exercising Redemption Rights with respect to the shares of Class A Common Stock. If holders hold their YAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the YAC Units into the underlying shares of Class A Common Stock and YAC Public Warrants, or if a holder holds YAC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of Class A Common Stock. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.20 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that YAC instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See “Special Meeting of the YAC Stockholders — Redemption Rights” in this proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of Class A Common Stock with respect to more than an aggregate of 20% of the shares of Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the shares of Class A Common Stock, then any such shares in excess of that 20% limit would not be redeemed for cash, without our prior consent.

In order for Public Stockholders to exercise their Redemption Rights in respect of the Business Combination Proposal, Public Stockholders must properly exercise their Redemption Rights no later than the close of the vote on the Business Combination Proposal and deliver their shares of Class A Common Stock (either physically or electronically) to the Transfer Agent prior to 9:00 a.m., New York time, on January 21, 2022 (two business days prior to the vote at the Special Meeting). Immediately following the consummation of the Business Combination, YAC will satisfy the exercise of Redemption Rights by redeeming the shares of Class A Common Stock issued to the Public Stockholders that validly exercised their Redemption Rights.

COMPARATIVE SHARE INFORMATION

The following table sets forth unaudited pro forma condensed combined per share information of SHG Corporation after giving effect to the Business Combination, assuming two redemption scenarios as follows:

The pro forma stockholder’s equity per share information reflects the Business Combination as if it had occurred on September 30, 2021. The weighted average shares outstanding and net loss per share information reflect the Business Combination as if it had occurred on January 1, 2020.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement, and the historical financial statements of YAC and Sky and related notes. The unaudited pro forma condensed combined per share information of YAC and Sky is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement.

The unaudited pro forma condensed combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of YAC and Sky would have been had the companies been combined during the periods presented.

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement. These risks could have a material adverse effect on the business, financial condition and results of operations of YAC, and could adversely affect the trading price of SHG Corporation’s securities following the Business Combination.

Risks Related to Sky’s Business and Operations

Sky has a limited operating history and could experience significant operating losses in the future

Sky has incurred losses from operations in each year since its formation in 2017. Sky’s net loss for the years ended December 31, 2020 and 2019 was $2.5 million and $1.8 million, respectively and its net loss for the nine months ended September 30, 2021 was $8.4 million. Sky has funded its operations to date principally from the sale of securities and debt issuances. In addition, as Sky expands its operations and builds additional hangars and related infrastructure, Sky will incur ongoing depreciation expenses, which are typically spread over a number of years. For these reasons, Sky may continue to incur significant losses. These losses, among other things, have had and will continue to have an adverse effect on Sky’s stockholders’ equity and working capital and we cannot assure you that we will be able to be successful in implementing our business strategy.

For any number of reasons, including those addressed in these risk factors, Sky might fail to achieve or maintain profitability, might experience significant losses and might experience liquidity issues due to any number of contingencies. In particular, contagious infections, the condition of the economy, the level and volatility of fuel prices and its impact on aviation industry, the demand for general aviation commercial and business jet travel and intense competition in the aircraft hangar industry have had and will continue to have an impact on the operating results of Sky, and may increase the risk that Sky will experience losses in the future, which could have a material adverse effect on the liquidity and results of operations of Sky, which could, in turn, result in a decline in the value of Sky’s common stock.

Sky has a limited operating history and operates in a competitive and evolving industry, which makes it difficult to evaluate its business and future prospects and increases the risk of your investment.

Formed in October 2017, Sky has a limited operating history in the home basing solutions for private jet industry. Historically, private jet owners have relied on non-dedicated hangar space managed by companies which derive the majority of their revenues through the sale of aviation fuel to private jet owners. As a result, there is limited information on which investors can base an evaluation of its business, strategy, operating plan, results and prospects. Sky intends to derive substantially all of its revenues from the rental income derived from leasing dedicated hangar space.

Sky currently has operations at two airport locations, while it is at various stages of development at three other locations at which it has secured leases. Sky hopes to secure additional leases in the future but there is no assurance that Sky will be able to secure future locations at airports and these airports could instead issue leases to other companies seeking to provide services to private jet owners which compete with Sky.

It is difficult to predict future revenues and appropriately budget for expenses, and Sky has limited insight into trends that may emerge and affect its business. The projected financial information appearing elsewhere in this proxy statement has been prepared by Sky’s management and reflects estimates of future performance of the five sites leased at the time the projections were prepared. In addition, Sky has only limited revenue to date from its two locations and it faces substantial business and operational risks, including risks from competitors selling similar services and a revenue model which has limited tested market strategy, all of which makes forecasting future business results particularly difficult and results in a significant level of execution risk inherent in the projections. In addition, the projections by their nature become less predictive with each successive year, and any assumptions and forecasts that are not realized in early periods could have a compounding effect on the forecasts shown for later periods, and any failure of an assumption or forecasts to be reflective of actual results in an early period could have a greater effect on the forecasted results failing to be reflective of actual events in later periods. Given that most of Sky’s leased sites are currently in development and not yet operational, any delays in completing site construction and commencing operations in particular could have significant impacts on all periods presented. In addition, the projections include assumptions relating to, among other things, the number of private jet owners that would lease facilities from Sky and the rental rates for such dedicated hangar leases, the speed at which Sky can open these and other potential facilities and the rate at which the hangar facilities are leased, the costs associated with building and operating the hangars, and the risks that expansion opportunities may be impacted by significant competition from companies seeking to provide competitive rental and other services. If any of these assumptions turns out to be inaccurate in any significant respect, actual results will differ, potentially materially, from the forecasted results set forth in the projections. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of technical, economic, business, competitive, regulatory, legislative, and political or other changes. As a result, there can be no assurance that the projections will be realized or that actual results will not be significantly different from the projections.

You may not have the same benefits as an investor in an underwritten public offering.

SHG will become a publicly listed company upon the completion of the Business Combination. The Business Combination and the transactions described in this proxy statement are not an underwritten initial public offering of SHG’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, you will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. In contrast, neither of YAC or Sky has engaged a financial advisor to act as an intermediary in the sale of securities and therefore there is no financial advisor involved that faces the same potential liability under the U.S. securities laws as underwriters. As a result, no financial advisor was engaged to undertake the same level of, or any, due diligence investigation of the issuer as is typically undertaken by underwriters.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the NYSE on the trading day immediately following the closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help form efficient and sufficient price discovery with respect to the initial post-closing trades on the NYSE. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the SHG Common Stock on NYSE will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of the SHG Common Stock or helping to stabilize, maintain or affect the public price of the SHG Common Stock following the closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the SHG Common Stock that will be outstanding immediately following the closing. All of these differences from an underwritten public offering of Sky’s securities could result in a more volatile price for the SHG Common Stock.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of the SHG Common Stock on the NYSE. There can be no guarantee that any information made available in this proxy statement and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the SHG Common Stock or sufficient demand among potential investors immediately after the closing, which could result in a more volatile price for the SHG Common Stock.

In addition, our initial stockholders, including our Sponsor, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to our shareholders and that would not be present in an underwritten public offering of Sky’s securities. Such interests may have influenced our board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Sky became a publicly listed company through an underwritten initial public offering instead of upon completion of the merger.

Sky’s business, and the aviation industry generally, are subject to downturns in the economy and disruption and volatility in the financial markets.

Volatility and disruption in the economy and financial markets regionally, nationally and globally could significantly negatively impact Sky’s customers, weaken the markets it serves, adversely impact fuel prices and the rental price of hangars, and inflict overall harm to Sky’s operations and financial performance. Sky’s financial performance depends, in large part, on conditions in the markets that it serves, and on the United States and global economies in general. United States and global financial markets have experienced extreme disruption in the last 10 years, including, among other things, concerns regarding global recession, high historical levels of unemployment, the decline in the housing market, a severe tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in credit and equity markets. The 2008-2009 recession resulting from the global financial crisis caused a significant reduction in general aviation operations that had a significant impact on the aircraft hangar real estate industry. More recently, the COVID-19 pandemic significantly adversely affected the global economy and travel industry.

There can be no assurance that there will not be a future deterioration in financial markets and confidence in major economies. In addition, a tightening of credit in financial markets may adversely affect Sky’s customers’ spending habits and could result in a decrease in or cancellation of orders for the services Sky provides, as well as impact the ability of its customers to make payments. Similarly, tightening of credit may adversely affect Sky’s supplier base and increase the potential for one or more of its suppliers to experience financial distress or bankruptcy. These conditions would harm Sky by adversely affecting sales, results of operations, profitability, cash flows, financial condition and long-term anticipated growth rate, which could, in turn, result in a decline in the trading price of Sky’s securities.

YAC’s existing stockholders will experience dilution as a consequence of the Business Combination. If we raise capital in connection with the Business Combination or in the future by issuing shares of common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities, our then-existing stockholders may experience dilution Having a minority share position will reduce the influence that our current stockholders have on the management of the post-combination company.

Assuming no redemptions, it is anticipated that, upon completion of the Business Combination, YAC’s Public Stockholders will own approximately 18.9% of the outstanding Common Stock, the Existing Sky Equityholders and management will own approximately 62.5% of the outstanding Common Stock, BOC YAC will own 7.6% of the outstanding Common Stock, Boston Omaha will own approximately 6.3% of the outstanding Common Stock and Sponsor will own approximately 4.7% of the outstanding Common Stock. This ownership interest assumes that no holder of YAC’s Class A Common Stock elects to redeem its shares, that 5,500,000 shares of Class A Common Stock are issued pursuant to the BOC YAC Investment, that 4,500,000 shares of Class A Common Stock are issued pursuant to the BOC PIPE and that no shares of Class A Common Stock are issued in a Subsequent PIPE financing to any third party investor prior to Closing, and does not take into account SHG Corporation Warrants that will remain outstanding following the Business Combination or any issuances of equity under the 2022 Plan, which is intended to be entered into in connection with the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by YAC’s existing stockholders in the post-combination company will be different.

However, assuming Maximum Redemptions, it is anticipated that, upon completion of the Business Combination, YAC’s Public Stockholders will own  0% of the outstanding Common Stock, the Existing Sky Equityholders and management will own approximately 77.1% of the outstanding Common Stock, BOC YAC will own 9.4% of the outstanding Common Stock, Boston Omaha will own approximately 7.7% of the outstanding Common Stock and Sponsor will own approximately 5.8% of the outstanding Common Stock. This ownership interest assumes the maximum number of holders of YAC’s Class A Common Stock elect to redeem their shares, that 5,500,000 shares of Class A Common Stock are issued pursuant to the BOC YAC Investment, 4,500,000 shares of Class A Common Stock are issued pursuant to the BOC PIPE, and that no shares of Class A Common Stock are issued in a PIPE financing to any third party investor prior to Closing, and does not take into account SHG Corporation Warrants that will remain outstanding following the Business Combination or any issuances of equity under the 2022 Plan, which is intended to be entered into in connection with the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by YAC’s existing stockholders in the post-combination company will be different.

To the extent that any of the SHG Corporation Warrants are exercised for shares of Class A Common Stock, or any shares of Class A Common Stock are issued under the 2022 Plan, current stockholders of YAC may experience substantial dilution. Such dilution could, among other things, limit the ability of YAC’s current stockholders to influence management of the post-combination company through the election of directors following the Business Combination.

We do not know how many stockholders may exercise their Redemption Rights prior to the consummation of the Business Combination, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than we initially expect, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The following table illustrates varying beneficial ownership levels in the Combined Company, as well as possible sources and extents of dilution for non-redeeming Yellowstone Public Shareholders, assuming no redemptions by Yellowstone Public Shareholders, 25% redemption by Yellowstone Public Shareholders, 50% redemption by Yellowstone Public Shareholders, and the Maximum Redemptions by Yellowstone Public Shareholders for Minimum Buyer Funding condition to be met:

We may need significant additional capital in the future to continue our planned acquisitions. No assurance can be given that we will be able to obtain such funds upon favorable terms and conditions, if at all. Failure to do so could have a material adverse effect on our business. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell Class A common stock, convertible securities or other equity or convertible securities in one or more transactions that may include voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, antidilution, and conversion and redemption rights, subject to applicable law, and at prices and in a manner we determine from time to time.

Such issuances and the exercise of any convertible securities will dilute the percentage ownership of our stockholders, and may affect the value of our capital stock and could adversely affect the rights of the holders of such stock, thereby reducing the value of such stock. Moreover, any exercise of convertible securities may adversely affect the terms upon which we will be able to obtain additional equity capital, since the holders of such convertible securities can be expected to exercise them at a time when we would, in all likelihood, not be able to obtain any needed capital on terms more favorable to us than those provided in such convertible securities.

We may also raise additional capital pursuant to future shelf registration statements or additional public or private placements based on our capital needs. If we sell shares or other equity securities in one or more other transactions, or issue stock or stock options pursuant to any future employee equity incentive plan, investors may be materially diluted by such subsequent issuances.

If we raise capital in the future, including by selling shares of our Class A Common Stock in connection with a future PIPE, our then existing stockholders may experience dilution. The Existing Certificate of Incorporation and the A&R Certificate of Incorporation provide that preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the shares of common stock and could have anti-takeover effects. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. The issuance of any such securities may have the impact of adversely affecting the market price of our common stock.

Sky’s growth will depend in part upon its ability to enter into new ground leases at airports, and Sky may be unsuccessful in identifying and consummating attractive new ground leases or taking advantage of other investment opportunities, which would impede its growth and materially and adversely affect its business and results of operation.

Sky’s ability to expand through new ground leases at airports is integral to its long-term business strategy and requires that it identify and consummate suitable new ground leases or investment opportunities in real estate properties for its portfolio that meet its investment criteria and are compatible with its growth strategy. Sky’s ability to enter into new ground leases on favorable terms, or at all, may be adversely affected by the following significant factors:

Financial projections with respect to Sky may not prove to be reflective of actual financial results.

In connection with the Business Combination, the Board considered, among other things, internal financial forecasts prepared by, or at the direction of, the management of Sky, the key elements of which are set forth in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Board’s Reasons for Approving the Business Combination.” Sky does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. None of these projections or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The projected financial information appearing elsewhere in this proxy statement has been prepared by Sky’s management and reflects estimates of future performance of the five sites leased at the time the projections were prepared. In addition, Sky is an early-stage company with limited revenues and operating history facing substantial business and operational risks, all of which makes forecasting future business results particularly difficult and results in a significant level of execution risk inherent in the projections. In addition, the projections by their nature become less predictive with each successive year, and any assumptions and forecasts that are not realized in early periods could have a compounding effect on the forecasts shown for later periods, and any failure of an assumption or forecasts to be reflective of actual results in an early period could have a greater effect on the forecasted results failing to be reflective of actual events in later periods. Given that most of Sky’s leased sites are currently in development and not yet operational, any delays in completing site construction and commencing operations in particular could have significant impacts on all periods presented. In addition, the projections include assumptions relating to, among other things, the number of private jet owners that would lease facilities from Sky and the rental rates for such dedicated hangar leases, the speed at which Sky can open facilities and the rate at which the hangar facilities are leased, the costs associated with building and operating the hangars, and the risks that expansion opportunities may be impacted by significant competition from companies seeking to provide competitive rental and other services. If any of these assumptions turns out to be inaccurate in any significant respect, actual results will differ, potentially materially, from the forecasted results set forth in the projections. The projections also assume a market and competitive landscape based on service models currently available. However, existing and new companies could elect to compete with Sky by operating similar business models which could significantly alter the market for Sky’s services and the competition facing Sky’s business. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes. As a result, there can be no assurance that Sky’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of the Class A Common Stock or the business, financial condition and results of operations of Sky following the Closing.

Sky’s ability to meet its obligations under its ground leases and its indebtedness is dependent on its ability to enter into and collect lease payments from tenants.

As of September 30, 2021, Sky had approximately $232 million of future minimum lease payments required under operating leases, which are mostly comprised of all future long-term ground lease payments. Sky’s ability to meet its obligations under the ground leases and its debt service obligations will depend on its ability to generate revenues sufficient in the aggregate to make its payments under the ground leases and its debt service obligations under its outstanding indebtedness and any other indebtedness incurred in the future. The ability of Sky to generate revenues may be adversely affected by a wide variety of unforeseen or unforeseeable events and conditions, including, without limitation, economic changes affecting the HBS industry generally, the airports or the tenants specifically, any of which could result in a default under the tenant leases. In addition, the ability of tenant leases to generate revenues may be adversely affected by competition from other facilities within or outside the airports where the facilities are located, including construction of new facilities at the airports at which Sky operates or the expansion of hangar facilities by competitors at nearby airports. There can be no assurances that the airports or their competitors will not undertake future improvements that may adversely impact the ability of tenant leases to generate revenues.

Moreover, the terms of Sky’s tenant leases currently in place do not extend past the final maturity date of its bond debt. The terms of the current tenant leases range from three to ten years, with most leases having a five year term. The ability of Sky to make payments under the ground leases or under its debt service obligations pay through their final maturity will depend upon Sky’s success in renewing current tenants or in re-leasing these facilities. The loss of one or more of tenants may (without a similar tenant or tenants to replace such tenant or tenants) have a material adverse effect on Sky’s ability to collect rents sufficient to meet its obligations.

Sky has a substantial amount of indebtedness outstanding, which may expose it to the risk of default under its debt obligations, restrict its operations and its ability to grow its business and revenues.

As of September 30, 2021, Sky had approximately $166 million of outstanding indebtedness, all of which is secured under the terms of the PABs. Sky intends to incur additional debt in connection with new hangar projects at new airport locations, refinancing of existing indebtedness, future acquisitions or for other purposes.

In addition, the PABs include, and Sky expects any other indebtedness it incurs in the future to include, customary events of default, the occurrence of any of which, after any applicable cure period, would permit the holders of such indebtedness, among other things, to accelerate payment of all amounts outstanding under such indebtedness and to exercise their remedies with respect to the collateral, including foreclosure and sale of the real estate securing the loans. If any one of these events were to occur, Sky’s business and results of operations could be materially and adversely affected.

Secured debt obligations, including those under the PABs, expose us to the possibility of defaults and cross-defaults, as well as foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

Each facility in Sky’s portfolio is subject to secured indebtedness under the PABs. Secured debt obligations increase the risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by holders of the PABs, its trustee, or other lenders and ultimately Sky’s loss of the property securing any loans for which it is in default. As described above, Sky’s current tenant leases do not extend past the maturity date of the PABs, and as a result Sky will be required to release each of its sites in order to continue to generate revenue to meet its debt service obligations under the PABs. If any of Sky’s facilities are foreclosed upon due to a default, it could materially and adversely affect its business and results of operations.

In addition, the agreements that govern Sky’s current indebtedness contain, and the agreements that may govern any future indebtedness that it may incur may contain, financial and other restrictive covenants, which may limit Sky’s ability to engage in activities that may be in its long-term best interests. Sky’s failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of its debt and loss of any collateral securing such debt.

Increases in market interest rates or unavailability of additional indebtedness may make it difficult for us to finance or refinance our debt, which could have a material adverse effect on our financial condition, results of operations and growth prospects.

If additional indebtedness is unavailable to us at reasonable rates or at all, we may not be able to finance additional projects or refinance existing debt when it becomes due. If interest rates are higher when we refinance our debt, our income and cash flow could be reduced, which may hinder our ability to raise more capital by issuing more stock or by borrowing money.

The aviation industry generally, and the business of Sky specifically, have been and may continue to be materially adversely affected by the global COVID-19 pandemic.

General. COVID-19, a highly contagious upper respiratory tract illness caused by a novel strain of coronavirus, is causing significant adverse health and financial impacts throughout the world and has caused significant disruptions to domestic and international air travel. The World Health Organization declared the outbreak of COVID-19 to be a pandemic, and many state and local governments in the United States issued “stay at home” or “shelter in place” orders as well as travel advisories requiring all travelers coming from states with significant rates of transmission of COVID-19 to quarantine for a 14-day period from the time of their last contact. Such measures severely restricted movement and limited businesses and activities to essential functions. In addition, a number of nations have effectively closed their borders by restricting entry and exit to only essential travel and/or requiring travelers to self-isolate for up to 14 days, further depressing demand for passenger air travel.

Airports and the aviation industry in the United States and the rest of the world have been acutely impacted by the reductions in passenger volumes and flights, as well as by the broader economic shutdown resulting from the COVID-19 outbreak. The ongoing outbreak and associated mandated and voluntary restrictions on travel may adversely affect domestic and international travel and travel-related industries.

Federal Relief Efforts. The United States government, the Federal Reserve Board and foreign governments are taking legislative and regulatory actions and implementing other measures to mitigate the broad disruptive effects of the COVID-19 outbreak on the United States and global economies. The Coronavirus Aid, Relief, and Economic Security Act (which we refer to as the “CARES Act”), approved by the United States Congress and signed by President Trump on March 27, 2020, is one of the actions to address the crisis created by the COVID-19 pandemic and includes among its relief measures direct aid for airports as well as direct aid, loans, and loan guarantees for passenger and cargo airlines. Provisions of the CARES Act, which provides $10 billion of grant assistance to airports, generally include the following: (1) $3.7 billion to be allocated among all U.S. commercial service airports based on number of enplanements in calendar year 2018; (2) $3.7 billion to be allocated among all U.S. commercial service airports based on formulas that consider fiscal year 2018 debt service relative to other airports, and cash-to-debt service ratios; (3) $2 billion to be apportioned in accordance with FAA’s Airport Improvement Program (which we refer to as “AIP”) entitlement formulas, subject to CARES Act formula revisions; (4) $500 million to increase the federal share to 100% for grants awarded in federal fiscal year 2020 under certain grant programs including the AIP; and (5) $100 million reserved for general aviation airports.

On December 27, 2020, President Trump signed the Consolidated Appropriations Act, 2021. Division M of that Act is the Coronavirus Response and Relief Supplemental Appropriation Act, 2021 (which we refer to as “CRRSA”). Title IV of CRRSA provides approximately $2 billion in economic relief to airports to mitigate, prepare for, and respond to the COVID-19 pandemic, including relief from rent and minimum annual guarantees. The $2 billion generally includes the following: (1) $1.75 billion to be apportioned in accordance with AIP entitlement formulas, subject to CARES Act formula revisions with the balance allocated among all U.S. commercial service airports based on number of enplanements in calendar year 2018, (2) $45 million for general aviation and non-primary commercial service airports, (3) $200 million to be provided to commercial services airports to provide relief for rent and minimum annual guarantees for on-airport parking, on-airport rental car and in-terminal airport concessions located at primary airports, and (4) $5 million to the Small Community Air Service Development Program.

The American Rescue Plan Act of 2021, signed into law by President Biden on March 11, 2021, includes $8 billion in funds to be awarded as economic assistance to eligible U.S. airports to prevent, prepare for, and respond to the COVID-19 pandemic. To distribute these funds, the FAA has established the Airport Rescue Grants. The FAA will make grants to all airports that are part of the national airport system, including all commercial service airports.

CARES Act funding, CRRSA funding and American Rescue Plan funding are not sources of revenue of Sky, and there can be no assurances that any future relief efforts would be available to Sky.

The industry in which Sky operates is subject to significant competition and Sky’s failure to effectively compete could have a material adverse effect on Sky’s business and results of operations.

The hangar space rental segment of the aviation services industry in which Sky operates is very competitive. Sky competes with national, regional and local FBO and other hangar real estate companies. Competitor aircraft hangar operators at an airport compete based on various factors, including location of their facilities relative to runways and street access, service, value added features, reliability, and price. Sky’s HBS hangar campuses compete with one or more hangar operators at their respective airports and with operators at nearby airports. Furthermore, ground leases related to HBS and FBO operations may be subject to competitive bidding at the end of their term.

Competitors to Sky may include hangar operators currently operating at certain airports, as well as possible entrants into Sky’s market due to new entrants, consolidation, merger, modification of airport master plans, or any other number of factors. These entrants may have additional financial or other resources and/or lower cost structures than Sky. Other competitors have been in business longer than Sky. Having greater financial resources may make it easier for these competitors to absorb higher construction costs and other increases in expenses. This could impact Sky’s business and results of operations.

Sky’s HBS hangar campuses do not have the right to be the sole provider of services at any airport. Furthermore, despite limited space for further development at certain airports, existing competitors with FBO facilities located at Sky’s current or future airports could expand their hangar facilities and additional operators of HBS could begin operations at such airports. Competitors might seek acquisitions in regions and markets competitive to Sky. Given the variety of factors that impact competitiveness within the HBS industry, Sky can give no assurance that it will be able to successfully compete, which could, in turn, result in a decline in the trading price of Sky’s securities.

The growth and success of Sky’s business is subject to its ability to market and to attract and retain tenants.

Sky’s future success depends upon its ability to attract and retain tenants for hangars at its HBS campuses. The extent to which it achieves growth in its customer base materially influences its business and results of operation. Any number of factors could affect Sky’s ability to grow its customer base, including tenant preferences for hangar space and related services, including size and location of the hangar, as well as general economic conditions. The level and volatility of fuel prices may also impact the general aviation industry and Sky’s ability to attract and retain tenants. In addition, Sky’s ability to attract and retain customers may be dependent on other factors outside of its control, including the future trend of private aircraft sizes, the availability of alternative hangars, including size, location and/or services provided, as well as the external perception of Sky. For instance, Sky may suffer an impact to its business model if an FBO offers retention incentives to its home-based tenants in the form of lower fuel costs. Any significant decline in Sky’s customer base, or in its rate of growth, could have a material adverse effect on its business and results of operations, which could, in turn, result in a decline in the trading price of Sky’s securities.

Sky’s rental income will initially be concentrated within a small number of tenants and the loss of or default by one or more significant tenants could have a material adverse effect on Sky’s business and results of operations.

As of September 30, 2021, Sky’s two largest tenants, Jet Linx Aviation, LLC and Chevron U.S.A. Inc., through its division Chevron North America Exploration and Production Company, contributed approximately 89% of its revenues. Both of these tenants have ongoing leases with Sky that expire in December 2023 and November 2025, respectively (assuming no exercise of tenant option extensions). If any of Sky’s most significant tenants, currently or in the future, were to discontinue or otherwise reduce their use of its HBS hangar campuses or other services, Sky’s business and results of operation would be materially and adversely affected.

Sky’s capital projects are subject to uncertainties, including the possibility of delays and cost overruns, which could have a material adverse effect on Sky’s business, results of operation and market reputation.

The estimated costs of, and the projected schedule for, Sky’s capital projects are subject to a number of uncertainties. The ability of Sky to complete these projects within budgets and on expected schedules may be adversely affected by various factors including:

No assurance can be given that the costs of Sky’s projects will not exceed budgets or the guaranteed maximum price for such projects or that the completion will not be delayed beyond the projected completion dates. Any such cost overruns or delays could have a material adverse effect on Sky’s business, results of operations or market reputation, which could, in turn, result in a decline in the value of Sky’s common stock.

Failure to adequately maintain Sky’s HBS hangar campuses or the integrity of its fuel supplies may have a material adverse impact on the revenue or market share of one or more of its hangar campuses resulting in a decline in operations of the business.

HBS and FBO operators compete, in part, based on the overall quality and attractiveness of their facilities. Inadequate maintenance of any of the hangars or other assets comprising Sky’s HBS hangar campuses could result in customers’ electing not to utilize Sky where another provider operates, or to elect not to use a particular airport where an alternative operator in the same market exists. The resulting decline in tenants or negative impact on Sky’s reputation could adversely impact revenue, including from more than one facility, which would have a material adverse effect on its business and results of operation.

Aircraft owners and operators rely on HBS and FBO operators to control the quality of the fuel they sell. Failure to maintain the integrity of fuel supplies as a result of inadequate or inappropriate procedure or maintenance of fuel storage facilities, fuel trucks or related equipment could result in the introduction of contaminants and could lead to damage or failure of aircraft and could adversely impact the reputation, revenue, and/or profitability of Sky’s business.

The growth and success of Sky’s business is dependent on the continued service of certain key employees and the ability to recruit and retain new employees.

Sky is dependent in its operations on the continued availability of the services of its employees, many of whom are individually key to Sky’s current and future success, as well as the availability of new employees to implement its development plans. Because its management team and key employees are not obligated to provide Sky with continued service, they could terminate their employment with it at any time.

In addition, the market for employees is highly competitive, especially for employees in fields such as aviation and real estate. While Sky’s compensation programs are intended to attract and retain the employees required for it to be successful, ultimately, it may not be able to retain the services of all of its key employees or a sufficient number to execute its development plans. In addition, it may not be able to continue to attract new employees as required. In the event Sky is unable to attract and retain talent sufficient to support its development plans, its business and results of operations may be adversely affected.

Sky’s management team has no prior experience operating a publicly company, and we cannot assure you that the past experience of Sky’s senior management team will be sufficient to successfully operate as a public company.

Sky’s board of directors and senior management team will have overall responsibility for the management of the Company following the Business Combination and, while certain members of Sky’s senior management team and directors have extensive experience in real estate, aviation, development, management and finance, no members of Sky’s senior management team and board of directors have prior experience in operating a public company. As a public company, Sky is required to develop and implement substantial control systems, policies and procedures in order to satisfy the company’s periodic SEC reporting. We cannot assure you that management’s past experience will be sufficient to successfully develop and implement these systems, policies and procedures and to operate a public company, which could have a material adverse effect on Sky’s business, results of operation, and value of its common stock.

Sky will not be required to have its outside auditor attest to the effectiveness of its internal controls for several years. If Sky fails to maintain effective internal control over financial reporting, it may not be able to accurately report its financial results, which may adversely affect investor confidence in the Company and, as a result, the value of its common stock.

Sky’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Substantial work on Sky’s part is required to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation. This process is expected to be both costly and challenging. As of such time that Sky is no longer an emerging growth company or a non-accelerated filer and smaller reporting company, Section 404 of the Sarbanes-Oxley Act will require its auditors to deliver an attestation report on the effectiveness of Sky’s internal control over financial reporting in conjunction with their opinion on its audited financial statements. As a result, there would likely be no outside auditor attestation report on our internal controls over financial reporting for the fiscal years through 2024. We will be required to evaluate our status as a smaller reporting company on an annual basis.

Sky cannot give any assurances that material weaknesses will not be identified in the future in connection with its compliance with the provisions of Section 404 of the Sarbanes-Oxley Act. The existence of any material weakness would preclude a conclusion by management and our independent auditors that we maintained effective internal control over financial reporting. Sky’s management may be required to devote significant time and expense to remediate any material weaknesses that may be discovered and may not be able to remediate any material weakness in a timely manner. The existence of any material weakness in Sky’s internal control over financial reporting could also result in errors in its financial statements that could require it to restate its financial statements, cause it to fail to meet its reporting obligations and cause investors to lose confidence in its reported financial information, all of which could lead to a decline in the value of its common stock.

Sky expects to conduct substantially all of its operations under ground leases, which grant significant rights to airport authorities as its direct or ultimate landlord. The termination for cause of one or more of the ground leases would affect Sky’s business and results of operations significantly.

Sky will not directly own the sites it develops and leases to tenants. Instead, Sky will ground lease each site directly or indirectly (thru a sub-lessor) from airport authorities and other governmental agencies that regulate local airports. Airport authorities may choose not to renew a lease at all or to only renew the lease on terms that are unfavorable to Sky. As of September 30, 2021, the average remaining ground lease term under its ground leases was approximately 55 years. In addition, airport authorities may require Sky to participate in a bidding process to renew a lease, which could require unanticipated capital spending and could divert management’s attention during the pendency of the process. The loss or modification of any of Sky’s airport ground leases could adversely impact its business and results of operations.

Because Sky does not directly own the sites it leases, it will not be able to liquidate real estate investments in order to meet liquidity needs.

Unlike other real estate companies that lease space to tenants, Sky does not directly own the sites it leases. Instead, the sites are subject to long-term ground leases with airport authorities. As a result, Sky will not be able to sell underlying real estate assets in order to meet liquidity requirements, including its debt service obligations, which could have a material and adverse impact on Sky’s liquidity position and ability to meet its obligations.

Sky may be unable to renew ground leases, lease vacant space or re-lease space as leases expire, or renewing existing leases may require significant concession, inducements and/or capital expenditures.

As of September 30, 2021, 50% of the rentable square footage of Sky’s hangar campus portfolio was vacant. As of September 30, 2021, Sky’s two largest tenants contributed approximately 89% of its revenues, both of which have ongoing leases with the Company that expire in December 2023 and November 2025, respectively (assuming no exercise of tenant extension options).

Sky cannot assure you that its airport ground leases will be renewed or that its hangars will be re-leased at rental rates equal to or above the current average rental rates or that Sky will not offer substantial concessions or below-market renewal options to attract new tenants or retain existing tenants.

If the rental rates for Sky’s hangar campuses decrease, or if its existing tenants do not renew their leases or it does not re-lease a significant portion of its available space and space for which leases will expire, its business and results of operations could be adversely affected. In order to attract and retain tenants, Sky may be required to make rent or other concessions to tenants, accommodate requests for renovations and other improvements or provide additional services to its tenants. Additionally, Sky may need to raise capital to make such expenditures. If Sky is unable to do so or if capital is otherwise unavailable, it may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases and/or an inability to attract new tenants, which would have a material adverse effect on Sky’s business and results of operation.

Failure to succeed in new markets may have adverse consequences.

Sky intends to continue to develop properties across the United States. When Sky develops properties located in new geographic areas in the United States, it may face risks associated with a lack of market knowledge or understanding of the local market, including the availability and identity of quality tenants, forging new business relationships in the area, and developing an understanding of local government requirements and procedures. Furthermore, the negotiation of a potential expansion into new markets may divert management time and other resources. As a result, Sky may have difficulties executing its business strategy in these new markets, which could have a negative impact on its business and results of operations.

Sky’s business and results of operations will be dependent on tenants satisfying their obligations under tenant leases, which may be subject to default or termination.

Sky is subject to tenant credit risk. Sky’s HBS hangars are generally leased to single or multi hangar tenants, and certain of its tenants constitute a significant percentage of Sky’s revenues. Therefore, the financial failure of, or other default by, a single tenant under its lease is likely to cause a significant or complete reduction in the operating cash flow generated by the property leased to that tenant. For instance, any of Sky’s tenants could experience a downturn in their businesses as a result of the ongoing COVID-19 pandemic or otherwise, which may weaken their financial condition and liquidity and result in their failure to make timely payments to Sky or otherwise default under their contracts.

If a tenant defaults under its lease, Sky may be forced to pursue alternative arrangements with those tenants in order to recover amounts due under the leases or pursue litigation in order to collect payments from tenants who are unable make their lease payments as they come due. Sky can provide no assurance that it will be able to collect the full amount due under a particular lease if it is forced to pursue alternative payment arrangements or litigation with any of its tenants. If the tenant represents a significant portion of Sky’s rental revenues, the impact on Sky’s business and results of operations would be material if it impacts the company’s ability to pay ground lease rent payments on a timely basis.

If a bankrupt tenant rejects a lease with Sky, any claim it might have for breach of the lease, excluding a claim against collateral securing the lease, would be treated as a general unsecured claim. In the event of a tenant's default under its lease or its rejection of the lease in bankruptcy proceedings, Sky may be unable to locate a replacement tenant in a timely manner or on comparable or better terms. As a result, Sky’s financial condition and results of operations could be adversely affected.

Sky’s business and results of operations may be materially adversely affected by a default under a ground lease or the bankruptcy of a subsidiary.

Sky is a holding company with no independent operations and, as such, will be dependent upon the operations of its subsidiaries. Sky’s subsidiaries’ operations rely upon the authority granted under certain ground leases to operate project sites. Each operating subsidiary with bond debt is structured as a special purpose entity. In the event of the bankruptcy of one or more of these subsidiaries, delays in the payment of rent, fees or loan payments may occur under the automatic stay provisions of the United States Bankruptcy Code. Moreover, a subsidiary debtor as lessee or a trustee in bankruptcy may reject a ground lease altogether, thereby extinguishing the respective subsidiary’s duty to pay rent and its right to use the leased property. In addition, a subsidiary lessee may fail to make rental or fee payments when due to the respective airport landlord, regardless of its financial situation. Such bankruptcy or default of a subsidiary lessee could result in the loss of the leased property, which is critical to the operation of Sky’s business. A loss of any leased property could have a material adverse effect on Sky’s business and results of operations.

To the extent a ground lease constitutes a “true lease,” a subsidiary that has executed its applicable ground lease, or other executory contract, with an airport landlord and seeks protection under the U.S. bankruptcy laws must, subject to the bankruptcy court’s approval, assume or reject (a) its ground lease within 120 days after the bankruptcy filing (subject to court approval, a one-time 90-day extension is allowed (further extensions are subject to the consent of the relevant airport landlords)), and (b) its other executory contracts with the airport landlord no later than the confirmation of a plan of reorganization.

In the event of assumption and/or assumption and assignment of any executory contract with a third party, the subsidiary would be required to cure any pre- and post-petition monetary defaults and provide adequate assurance of future performance under the ground lease or other applicable agreements.

Rejection of a ground lease or other executory contract, in general, is treated as a pre-petition breach of contract. Subject to certain exceptions, this rejection relieves the subsidiary of performing future obligations under the contract, but will give rise to the tenant’s loss of use of the leased property and a pre-petition general unsecured claim of the airport landlord for rejection damages, the amount of which in the case of a ground lease or other agreement is limited by the United States Bankruptcy Code generally to any amounts due and payable prior to the bankruptcy plus the greater of (a) the rent reserved by such lease, without acceleration, for one year of rent; or (b) 15% of the total remaining rent payments, not to exceed three years. However, the amount ultimately received in the event of a rejection of a ground lease or other agreement could be considerably less than the maximum amounts allowed under the United States Bankruptcy Code. In addition, payments made by a subsidiary in bankruptcy within 90 days of filing a bankruptcy case could be deemed to be an “avoidable preference” under the United States Bankruptcy Code and thus subject to recapture by the debtor-in-possession or its trustee in bankruptcy. In general, risks associated with bankruptcy include risks of substantial delay in payment or of non-payment and the risk that the airport landlord may not be able to enforce any of its remedies under the agreements with a bankrupt borrower.

During the pendency of a bankruptcy proceeding, a debtor subsidiary may not, absent a court order, make any payments to the airport landlord to Sky on account of goods and services provided prior to the bankruptcy. Thus, the airport landlord or Sky’s stream of payments from a debtor subsidiary would be interrupted to the extent of pre-petition goods and services, including accrued loan and lease payments, which would have a material adverse effect on Sky’s business and results of operation.

In addition, with respect to tenant leases, under current bankruptcy law, in the event of a bankruptcy of such tenant, the tenant can generally assume or reject a lease within a certain number of days of filing its bankruptcy petition. If a tenant rejects the lease, Sky’s damages as a landlord, subject to availability of funds from the bankruptcy estate, are generally limited to the greater of (1) one year's rent and (2) the rent for 15% of the remaining term of the lease, not to exceed three years. Any such event could have a material adverse effect on Sky’s business and results of operations.

The lack of accurate and reliable industry data can result in unfavorable strategic planning, mergers and acquisitions, and macro pricing decisions.

Sky uses industry and airport-specific general aviation traffic data published by the FAA, as well as data from private sources, to identify trends in the aircraft hangar industry. Sky also uses this data as an input to decision-making, including in strategic planning and pricing matters. Both the public and private data, however, has several limitations and challenges. As a result, the use of such data may result in decisions in strategic planning or pricing that are incorrect or inefficient, which could have a material adverse effect on Sky’s business and results of operation.

Sky is subject to extensive governmental regulations that could require significant expenditures. Regulators, such as the TSA, have and may again consider regulations that could impair the relative convenience of general aviation and adversely affect demand for Sky’s services.

Sky is subject to extensive regulatory requirements and compliance with those requirements could result in significant costs. For example, the FAA, from time to time, issues directives and other regulations relating to the management, maintenance, and operation of airport facilities. Compliance with those requirements may cause Sky to incur significant expenditures.

In addition, the proposal and enactment of additional laws and regulations, including by the TSA, as well as any failure to comply with such laws and regulations, could significantly increase the cost of Sky’s operations and reduce overall revenue. Moreover, certain new regulations, if implemented, could decrease the convenience and attractiveness of general aviation travel relative to commercial air travel and may adversely impact demand for Sky’s services.

Compliance or failure to comply with the ADA and other regulations could result in substantial costs.

Under the ADA, places of public accommodation must meet certain federal requirements related to access and use by disabled persons. Noncompliance with these requirements could result in additional costs to attain compliance, the imposition of fines by the federal government or the award of damages or attorney’s fees to private litigants. If Sky is required to make unanticipated expenditures to comply with the ADA or other regulations, including removing access barriers, then its business and results of operations may be adversely affected.

Potential limitation of tax-exemption of interest on private activity bonds could impact the debt funding of Sky for future projects or significantly increase its cost.

From time to time, the President of the United States, the United States Congress and/or state legislatures have proposed and could propose in the future, legislation that, if enacted, could cause interest on PABs to be subject, directly or indirectly, to federal income taxation or to be subject to state income taxation. Clarifications of the Internal Revenue Code of 1986, as amended, or court decisions may also cause interest on PABs to be subject, directly or indirectly, to federal income taxation or to be subject to state income taxation. The introduction or enactment of any such legislative proposals or any clarification of the Internal Revenue Code of 1986, as amended, or court decisions may also affect the market price for, or marketability of, PABs. Sky expects to issue PABs in the future to partially fund its expansion of hangar campuses at new airport sites. Lack of access to PABs due to change in law or market access would have an increase in the cost of debt of Sky and its future financial results.

Sky has been and may in the future be adversely impacted by emergency regulations adopted in response to significant events, such as natural disasters or public health crises, which could adversely impact its operations.

In response to significant events, local, state and federal governments have and may in the future adopt regulations that could impact Sky’s operations. For example, as noted above, in response to the COVID-19, certain localities adopted restrictions on the use of certain of its services facilities and limited its ability to complete development projects. Similar restrictions could be imposed in the future in response to significant events and these restrictions could adversely impact Sky’s business and results of operations.

Uninsured losses or a loss in excess of insured limits could adversely affect Sky’s business and results of operations.

Sky carries comprehensive liability, fire, property damage, and business interruption insurance on its HBS hangar campuses, with policy specifications and insured limits that it believes are customary for similar properties. An unanticipated number of claims under the insurance policy or policies, however, could result in payment of unanticipated deductibles and increased premiums, which could result in a material adverse effect on Sky’s business and results of operations.

As with all real estate, if reconstruction (for example, following fire or other casualty) or any major repair or improvement is required to the damaged property, changes in laws and governmental regulations may be applicable and may materially affect the cost to, or ability of, Sky to effect such reconstruction major repair or improvement. In addition, there can be no assurance that the amount of insurance required or provided would be sufficient to cover damages caused by any casualty, or that such insurance will be commercially available in the future.

There can also be no assurance that any loss incurred will be of a type covered by such insurance and will not exceed the limits of such insurance. For instance, there are certain types of losses, such as losses resulting from wars, terrorism or certain acts of God, that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, Sky could suffer disruption of rental income, potentially for an extended period of time, while remaining responsible for any financial obligations relating to the applicable HBS hangar campus, which would have a material adverse effect on its business and results of operations.

Sky may not be able to rebuild its properties to their existing specifications if it experiences a substantial or comprehensive loss of such properties.

In the event that Sky experiences a substantial or comprehensive loss of one of its properties, Sky may not be able to rebuild such property to its existing specifications. Further, reconstruction or improvement of such a property may require significant upgrades to meet zoning and building code requirements. Environmental and legal restrictions could also restrict the rebuilding of properties.

Sky’s businesses are subject to environmental risks that may impact its future profitability.

Sky’s businesses are subject to numerous statutes, rules and regulations relating to environmental protection and is exposed to various environmental risk and hazards, including the environmental protection requirements related to the storage and handling of jet fuel and compliance with firefighting regulations. Materialization of these risks could result in substantial losses including personal injury, loss of life, damage or destruction of property and equipment, and environmental damage. Any losses it faces could be greater than insurance levels maintained by its businesses and could have an adverse effect on its and its businesses and results of operations. Sky also could be subject to fines and penalties for violation of applicable environmental regulations, which could be substantial. In addition, disruptions to physical assets could reduce its ability to serve customers and adversely affect future rentals, services and cash flows.

Failure to comply with regulations or other claims may interrupt operations and result in civil or criminal penalties, significant unexpected compliance costs and liabilities that could adversely affect the profitability of Sky’s business. These rules and regulations are subject to change, and compliance with any changes could result in a restriction of the activities of its businesses, significant capital expenditures, and/or increased ongoing operating costs.

Sky may also be required to address other prior or future environmental contamination, including soil and groundwater contamination that results from the spillage of fuel, hazardous materials, or other pollutants. Any past contamination of the properties could result in remediation obligations, personal injury, property damage, environmental damage, or similar claims by third parties.

Under various federal, state, and local environmental statutes, rules and regulations, a current or previous owner or operator of real property may be liable for noncompliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability, whether the current owner or operator knew of, or was responsible for, the presence of hazardous materials. Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of those materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person and whether or not the original disposal or treatment activity accorded with all regulatory requirements. The presence of hazardous materials on a property could result in personal injury, loss of life, damage or destruction of property and equipment, environmental damage and/or claims by third parties that could have a material adverse effect on Sky’s business and results of operations.

Sky is exposed to the potential impacts of future climate change and climate change-related risks.

Sky’s properties may be exposed to rare catastrophic weather events, such as severe storms, floods or wildfires. If the frequency of extreme weather events increases due to climate change, its exposure to these events could increase. In addition, in connection with any development project, Sky may be harmed by potential changes to the supply chain or stricter energy efficiency standards for industrial buildings. To the extent climate change causes shifts in weather patterns, its markets could experience negative consequences, including declining demand for hangar space and an inability to operate its hangar campuses. Climate change may also have indirect negative effects on Sky’s business by increasing the cost of, or decreasing the availability of, property insurance on terms it finds acceptable and increasing the cost of, among other things, energy, aircraft fuel and building materials.

In addition, compliance with new laws or regulations relating to climate change, including compliance with “green” building codes, may require Sky to make improvements to our existing properties or result in increased operating costs that it may not be able to effectively pass on to its tenants. Any such laws or regulations could also impose substantial costs on its tenants, thereby impacting the financial condition of its tenants and their ability to meet their lease obligations.

Cybersecurity risks and cyber incidents may adversely affect Sky’s business by causing a disruption to its operations, a compromise or corruption of its confidential information, misappropriation of assets and/or damage to its business relationships, all of which could negatively impact Sky’s business and results of operations.

Cyber incidents may result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation and damage to our tenants. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those we have outsourced. Any processes, procedures and internal controls that Sky implements, as well as its increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that its financial results, operations, business relationships, confidential information or common stock price will not be negatively impacted by such an incident.

Insider or employee cyber and security threats are increasingly a concern for all companies, including Sky’s. In addition, social engineering and phishing are a particular concern for companies with employees. As a landlord, Sky is also susceptible to cyber-attacks on its tenants and their payment information. Sky is continuously working to deploy information technology systems and to provide employee awareness training around phishing, malware and other cyber risks to ensure that it is protected against cyber risks and security breaches. Such technology and training, however, may not be sufficient to protect Sky and its tenants from all risks.

As a smaller company, Sky use third-party vendors to assist it with its network and information technology requirements. While Sky carefully selects these third-party vendors, it cannot control their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor could adversely affect Sky’s business and results of operations.

Risks Relating to YAC

Our Initial YAC Stockholders have agreed to vote in favor of the Business Combination, regardless of how our Public Stockholders vote.

Pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote their Initial Sponsor Shares, as well as any public shares purchased during or after our IPO (including in open market and privately negotiated transactions), in favor of the Business Combination. As a result, in addition to the Initial YAC Stockholders’ Initial Sponsor Shares, we would need only 5,099,587, or 37.5%, of the 13,598,898 shares of Class A Common Stock sold in our IPO to be voted in favor of the Business Combination (assuming all outstanding shares are voted) in order to approve the Business Combination Proposal. Our Initial YAC Stockholders own shares representing 20% of our outstanding shares of Common Stock. The agreement by the Initial YAC Stockholders to vote in favor of the Business Combination Proposal will increase the likelihood that we will receive the requisite stockholder approval.

Directors of YAC have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.

When considering the Board’s recommendation that our stockholders vote in favor of the Business Combination Proposal, our stockholders should be aware that directors and executive officers of YAC have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

Adam Peterson and Alex Rozek, two of our five directors, are officers of the Sponsor and are officers, directors and stockholders of the Sponsor’s parent company, Boston Omaha Corporation. 

These financial interests of the Initial YAC Stockholders, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the Board to vote in favor of the business combination proposal and other proposals to be presented to the stockholders.

If the Business Combination is not completed, potential target businesses may have leverage over YAC in negotiating a business combination, YAC’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and YAC may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine YAC’s ability to complete a business combination on terms that would produce value for YAC’s stockholders.

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination by January 25, 2022. Consequently, if we are unable to complete this Business Combination, a potential target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Additionally, we may have insufficient working capital to continue efforts to pursue a business combination.

We may not be able to complete the BOC PIPE or any Subsequent PIPE in connection with the Business Combination.

We may not be able to complete the BOC PIPE or any Subsequent PIPE on terms that are acceptable to us, or at all. If YAC does not complete the BOC PIPE or any Subsequent PIPE, YAC may not be able to consummate the Business Combination or certain other transactions contemplated by the Equity Purchase Agreement. Moreover, in the event that we successfully secure Subsequent PIPE financing, there is no guarantee the investment will consist solely of Class A Common Stock at $10.00 per share. Further, if we do not complete the BOC PIPE, we may seek to satisfy a portion of the Minimum Available Buyer Financing Amount through other structures, such as a forward purchase agreement with one or more third parties.  The terms of any alternative financing may be more onerous to SHG Corporation than those that may be available in the Subsequent PIPE, and YAC may be unable to obtain alternative financing on terms that are acceptable to it, or at all, or may result in a reduction in the operating capital available to us to expand our business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of SHG Corporation.

If we are unable to complete our initial business combination within the prescribed time frame, we would cease all operations except for the purpose of winding up and we would redeem shares of Class A Common Stock and liquidate, in which case our Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Existing Certificate of Incorporation provides that we must complete our initial business combination within 15 months from the closing of our IPO. If we have not completed our initial business combination by January 25, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our Public Stockholders may receive less than $10.00 per share on the redemption of their shares.

The financial statements of YAC included in this proxy statement do not take into account the consequences of YAC’s failure to complete a business combination by January 25, 2022.

YAC is a blank check company, and as it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that YAC will be unable to consummate an initial business combination. Unless YAC amends the Existing Certificate of Incorporation to extend its life and certain other agreements it has entered into, if, as a result of the termination of the Equity Purchase Agreement or otherwise, YAC is unable to complete the Business Combination or another initial business combination transaction by January 25, 2022, the Existing Certificate of Incorporation, as amended, provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Stockholders may only receive $10.20 per share, and our warrants will expire worthless.

There can be no assurance that we will be able to comply with the continued listing standards of the NYSE, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

YAC’s securities are currently listed on the NYSE and previously traded on Nasdaq through January 3, 2022. We have applied to list the Class A Common Stock and SHG Corporation Public Warrants on the NYSE following the Business Combination. However, we cannot assure you that our securities will continue to be listed on the NYSE in the future. Our continued eligibility for listing on The NYSE depends on a number of factors, including the number of shares that are redeemed in connection with the Business Combination and having a minimum level of stockholders’ equity following the Closing, among meeting other listing standards. If, after the Business Combination, The NYSE delists our securities from trading and we are not able to list our securities on another national securities exchange, we could face significant material adverse consequences, including:

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the consummation of the Business Combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate the Business Combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our Redemption Rights if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our IPO. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Risks Relating to the Business Combination

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in Sky and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of Sky. We and certain investors, our Sponsor, and directors and officers of our Sponsor and its affiliates will become stockholders of the post-combination company at that time. We will depend on Sky for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to the Common Stock. or any payments we are required to pay under the Tax Receivable Agreement. The financial condition and operating requirements of Sky may limit our ability to obtain cash from Sky. The earnings from, or other available assets of, Sky may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Common Stock or satisfy our other financial obligations.

The unaudited pro forma condensed combined financial information included in this proxy statement may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The historical financial results of Sky and unaudited pro forma financial information included elsewhere in this proxy statement may not be indicative of what Sky’s actual financial position or results of operations would have been if it were a public company.

The historical financial results of Sky included in this proxy statement do not reflect the financial condition, results of operations or cash flows it would have achieved as a public company during the periods presented or those SHG Corporation will achieve in the future. SHG Corporation’s financial condition and future results of operations could be materially different from amounts reflected in Sky’s historical financial statements included elsewhere in this proxy statement, so it may be difficult for investors to compare SHG Corporation’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Sky being treated as the “acquired” company for financial reporting purposes in the business combination, the total debt obligations and the cash and cash equivalents of Sky on the date the business combination closes and the number of YAC’s public shares that are redeemed in connection with the business combination. Accordingly, such pro forma financial information may not be indicative of SHG Corporation’s future operating or financial performance and SHG Corporation’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement, including as a result of such assumptions not being accurate. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Yellowstone’s board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

Yellowstone’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Sky. In analyzing the Business Combination, Yellowstone’s board of directors and management conducted due diligence on Sky and researched the industry in which Sky operates and concluded that the Business Combination was fair to and in the best interest of Yellowstone and its stockholders. Accordingly, investors will be relying solely on the judgment of Yellowstone’s board of directors in valuing Sky’s business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Yellowstone’s ability to consummate the Business Combination or adversely affect Sky’s liquidity following the consummation of the Business Combination.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although YAC has conducted due diligence on Sky, YAC cannot assure you that this diligence revealed all material issues that may be present in its businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of YAC’s or Sky’s control will not later arise. As a result, SHG Corporation may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that SHG Corporation reports charges of this nature could contribute to negative market perceptions about SHG Corporation or our securities. In addition, charges of this nature may cause SHG Corporation to violate net worth or other covenants to which we may be subject. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission.

If we raise capital in connection with the Business Combination or in the future by issuing shares of common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities, our then-existing stockholders may experience dilution, such new securities may have rights senior to those of our common stock, and the market price of our common stock may be adversely effected.

We may need significant additional capital in the future to continue our planned acquisitions. No assurance can be given that we will be able to obtain such funds upon favorable terms and conditions, if at all. Failure to do so could have a material adverse effect on our business. To the extent we raise additional capital by issuing equity securities, including by selling shares of our Class A Common Stock in connection with the BOC PIPE, our stockholders may experience substantial dilution. We may sell Class A common stock, convertible securities or other equity or convertible securities in one or more transactions that may include voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, antidilution, and conversion and redemption rights, subject to applicable law, and at prices and in a manner we determine from time to time.

Such issuances and the exercise of any convertible securities will dilute the percentage ownership of our stockholders, and may affect the value of our capital stock and could adversely affect the rights of the holders of such stock, thereby reducing the value of such stock. Moreover, any exercise of convertible securities may adversely affect the terms upon which we will be able to obtain additional equity capital, since the holders of such convertible securities can be expected to exercise them at a time when we would, in all likelihood, not be able to obtain any needed capital on terms more favorable to us than those provided in such convertible securities.

We may also raise additional capital pursuant to future shelf registration statements or additional public or private placements based on our capital needs. If we sell shares or other equity securities in one or more other transactions, or issue stock or stock options pursuant to any future employee equity incentive plan, investors may be materially diluted by such subsequent issuances.

If we raise capital in the future, including by selling shares of our Class A Common Stock in connection with the Subsequent PIPE, our then existing stockholders may experience dilution. The Existing Certificate of Incorporation and the A&R Certificate of Incorporation provide that preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the shares of common stock and could have anti-takeover effects. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. The issuance of any such securities may have the impact of adversely affecting the market price of our common stock.

We may raise additional capital pursuant to debt financing, and such debt financing arrangements may contain covenants, which, if not complied with, could have a material adverse effect on our financial condition.

As our operations grow and we achieve certain levels of revenue and cash flows, we may consider utilizing debt to finance additional hangar facilities and our operations. Subject to market conditions and availability, we, or our subsidiaries, may incur significant debt through credit facilities (including term loans and/or revolving facilities), structured financing arrangements, public and private debt issuances or otherwise. Future debt financing arrangements may contain various covenants, including restrictive covenants, which, if not complied with, could have a material adverse effect on our ability to meet our debt obligations and our overall financial condition. Additionally, debt financing arrangements may be at the subsidiary level, but could include a guaranty by us, and could require a pledge of all or substantially all of our, and/or our subsidiaries’, assets.

The amount of leverage we use will vary depending on our available investment opportunities, our available capital, our ability to obtain and access financing arrangements with lenders, and the lenders’ and our estimates of the stability of our operating cash flows. Our governing documents contain no limit on the amount of debt we may incur, and we may significantly increase the amount of leverage we utilize at any time without approval of our shareholders. The amount of leverage on individual assets may vary, with leverage on some assets substantially higher than others, including at the subsidiary level. Leverage can enhance our potential returns but can also exacerbate our losses.

Incurring additional substantial debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

We cannot be sure that our leverage strategies will be successful.

YAC’s existing stockholders will experience dilution as a consequence of the Business Combination. Having a minority share position will reduce the influence that our current stockholders have on the management of the post-combination company.

It is anticipated that, upon completion of the Business Combination, YAC’s Public Stockholders will own approximately 18.9% of the outstanding Common Stock, the Existing Sky Equityholders and management will own approximately 62.5% of the outstanding Common Stock, BOC YAC will own 7.6% of the outstanding Common Stock, Boston Omaha will own 6.3% of the outstanding Common Stock and Sponsor will own approximately 4.7% of the outstanding Common Stock. This ownership interest assumes that no holder of YAC’s Class A Common Stock elects to redeem its shares, that 5,500,000 shares of Class A Common Stock are issued pursuant to the BOC YAC Investment, that 4,500,000 shares of Class A Common Stock are issued pursuant to the BOC PIPE Subscription Agreement, no Back-Stop Financing and no shares of Class A Common Stock are issued in the Subsequent PIPE to third party investors, and does not take into account SHG Corporation Warrants that will remain outstanding following the Business Combination or any issuances of equity under the 2022 Plan, which is intended to be entered into in connection with the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by YAC’s existing stockholders in the post-combination company will be different.

To the extent that any of the SHG Corporation Warrants are exercised for shares of Class A Common Stock, or any shares of Class A Common Stock are issued under the 2022 Plan, current stockholders of YAC may experience substantial dilution. Such dilution could, among other things, limit the ability of YAC’s current stockholders to influence management of the post-combination company through the election of directors following the Business Combination.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of YAC’s securities prior to the Closing may decline. The market values of YAC’s securities at the time of the Business Combination may vary significantly from their prices on the date the Equity Purchase Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Equity Purchase Agreement will not be adjusted to reflect any changes in the market price of YAC’s common stock, the market value of common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of SHG Corporation’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of Sky. Accordingly, the valuation ascribed to Sky in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of YAC’s securities may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and The NYSE, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to YAC could depress our stock price regardless of our business, prospects, financial conditions, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

SHG Corporation may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, the per share price of the Class A Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. SHG Corporation may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on the SHG Corporation’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject SHG Corporation to significant liabilities.

YAC’s Initial YAC Stockholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from Public Stockholders or public warrant holders, which may influence a vote on the Business Combination and reduce the public “float” of Class A Common Stock.

YAC’s Initial YAC Stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either before or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of shares YAC’s Initial YAC Stockholders, directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of The NYSE. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

In the event that YAC’s Initial YAC Stockholders, directors, executive officers, advisors, or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their Redemption Rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Equity Purchase Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. In addition, the purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the initial Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.