Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 25, 2022

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

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

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

(212) 554-5990

Registrant’s telephone number, including area code

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

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

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

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

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

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

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

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 31, 2022 (the “Original Form 8-K”) by Sky Harbour Group Corporation (formerly known as Yellowstone Acquisition Company) (the “Company”).

The Company is filing this Amendment to the Original Form 8-K to include (a) the audited consolidated financial statements of Sky Harbour, LLC (“Sky”) and its subsidiaries, as of December 31, 2021 and for the years ended December 31, 2021 and 2020 as Exhibit 99.1, (b) the Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Sky for the years ended December 31, 2021 and 2020 as Exhibit 99.2 and (c) the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2021 as Exhibit 99.3. Accordingly, the Original Form 8-K is hereby amended solely to amend and restate Item 9.01. The Original Form 8-K otherwise remains unchanged.

Item 9.01. Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

The audited consolidated financial statements of Sky as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020 are filed as Exhibit 99.1 and are incorporated herein by reference.

(b)

Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2021 is filed as Exhibit 99.3 and is incorporated herein by reference.

(d)

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

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Audited consolidated financial statements of Sky as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for Sky for the years ended December 31, 2021 and 2020
99.3	Unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Dated: March 28, 2022