Filed Pursuant to Rule 424(b)(3)
Registration No. 333- 263905
PROSPECTUS SUPPLEMENT NO. 2
To Prospectus dated May 5, 2022
Up to 14,519,218 Shares of Class A Common Stock Issuable Upon
Exercise of Warrants
Up to 7,719,779 Warrants
This prospectus supplement no. 2 supplements the prospectus dated
May 5, 2022 (the “Base Prospectus”) as supplemented by the
prospectus supplement dated May 13, 2022 (“Prospectus Supplement
No. 1” and, together with the Base Prospectus, the “Prospectus”),
which forms a part of the Registration Statement on Post-Effective
Amendment No. 2 to the Form S-1 (Registration No. 333-263905),
relating to the issuance by us of up to an aggregate of 14,519,218
shares of our Class A common stock, $0.0001 par value per share
(“Class A Common Stock”), which consists of (i) up to 7,719,779
shares of Class A Common Stock that are issuable upon the exercise
of 7,719,779 warrants (the “Private Placement Warrants”) originally
purchased by BOC Yellowstone LLC (the “Sponsor”) at a price of
$1.00 per warrant in a private placement in connection with the
initial public offering of our predecessor company, Yellowstone
Acquisition Company (“YAC”) and (ii) up to 6,799,439 shares of
Class A Common Stock that are issuable upon the exercise of
6,799,439 warrants (the “Public Warrants” and, together with the
Private Placement Warrants, the “Warrants”) originally issued in
the initial public offering of YAC. We will receive the proceeds
from any exercise of any Public Warrants for cash.
The Prospectus and this prospectus supplement also relate to the
offer and sale from time to time by the selling securityholder
named in the Prospectus (the “Selling Securityholder”) of (i) up to
7,719,779 shares of Class A Common Stock that are issuable upon the
exercise of 7,719,779 Private Placement Warrants and (ii) up to
7,719,779 Private Placement Warrants. We will not receive any
proceeds from the sale of Private Placement Warrants by the Selling
Securityholder pursuant to the Prospectus. The holder of Private
Placement Warrants has agreed, subject to certain exceptions, not
to sell the Private Placement Warrants, or the shares of Class A
Common Stock underlying the Private Placement Warrants, for a
period of at least the first to occur of (a) January 25, 2023 and
(b) if the last sale price of our Class A Common Stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing on or
after June 24, 2022.
We registered the securities for resale pursuant to the Selling
Securityholder’s registration rights under certain agreements
between us and the Selling Securityholder. Our registration of the
securities covered by the Prospectus does not mean that the Selling
Securityholder will offer or sell any of the Private Placement
Warrants. The Selling Securityholder may offer, sell or distribute
all or a portion of its Private Placement Warrants publicly or
through private transactions at prevailing market prices or at
negotiated prices. We will not receive any proceeds from the sale
of shares of Private Placement Warrants by the Selling
Securityholder pursuant to the Prospectus, except with respect to
amounts received by us upon exercise of the Warrants to the extent
such Warrants are exercised for cash. We provide more information
about how the Selling Securityholder may sell the Private Placement
Warrants in the section entitled “Plan of Distribution.”
This prospectus supplement incorporates into and is being filed to
update and supplement the information in the Prospectus with:
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the information contained in our Current Report on Form 8-K, filed
with the Securities and Exchange Commission on May 19, 2022;
and
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unaudited pro forma condensed combined financial information.
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You should read this prospectus supplement in conjunction with the
Prospectus, including any supplements and amendments thereto. This
prospectus supplement is qualified by reference to the Prospectus
except to the extent that the information in the prospectus
supplement supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus,
including any supplements and amendments thereto.
Our Class A Common Stock and Public Warrants are listed on the New
York Stock Exchange American LLC (the “NYSE American”) under the
symbols “SKYH” and “SKYH WS,” respectively. On May 23, 2022, the
closing price of our Class A Common Stock was $8.01 and the closing
price for our Public Warrants was $0.52.
See the section entitled “Risk Factors”
beginning on page 7 of the Prospectus to read about factors you
should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement of the
Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is May 24, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 17,
2022
Sky Harbour Group Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-39648
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85-2732947
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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136 Tower Road, Suite 205
Westchester County Airport
White Plains, NY
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10604
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share
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SKYH
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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 |
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SKYH WS |
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NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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Employment Agreement – Mr. Francisco
Gonzalez
On May 17, 2022, Sky Harbour LLC (“Sky”), a wholly-owned
subsidiary of Sky Harbour Group Corporation (the “Company”),
entered into an amendment (the “Amendment”) to the amended
and restated employment agreement with Mr. Gonzalez, dated as of
December 22, 2021 and amended on March 24, 2022 (the “Employment
Agreement”) in connection with his appointment as Chief
Financial Officer. Except as described below, the terms of the
Employment Agreement remain the same.
Obligations in Connection with Death or Disability. In the
event of Mr. Gonzalez’s death or Disability (as defined in the
Employment Agreement), Sky will provide Mr. Gonzalez with full
vesting of any then-unvested, time-based equity awards, subject to
the same general release and restrictive covenants provisions in
the Employment Agreement for all other severance benefits. The
previously disclosed obligations upon certain termination events
remain in effect.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K.
Grants of Restricted Stock Units
On May 17, 2022, the compensation committee of the board of
directors of the Company approved grants of 75,000 and 150,000
time-based restricted stock units, respectively, to Tal Keinan, the
Company’s Chairman and Chief Executive Officer, and Francisco
Gonzalez, the Company’s Chief Financial Officer. The grants were
made under the Company’s 2022 Incentive Award Plan and restricted
stock award agreements, substantially in the form attached hereto
as Exhibit 10.2, which is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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.
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Sky Harbour Group Corporation
(Registrant)
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Date: May 19, 2022
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By:
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/s/ Tal Keinan
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Tal Keinan
Chief Executive Officer
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Exhibit
10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT TO the Agreement (as defined below) (this
“Amendment”) is entered into as of May 17, 2022 (the
“Effective Date”), by and between SKY HARBOUR LLC, a
Delaware corporation (the “Company”), and Francisco Gonzalez
(“Employee”).
WHEREAS, the Company and Employee are parties to that certain
Amended and Restated Employment Agreement dated as of December 22,
2021, amended as of March 24, 2022 (the “Agreement”);
and
WHEREAS, the Company and Employee now wish to amend the Agreement
to the terms and conditions described herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. The following paragraph is added to
Section 5 as Subsections 5(1), 5(2) and
5(3):
1) Termination due to Death or Disability. If Employee’s
employment is terminated due to death or Disability (as defined
below), all stock option, restricted stock units and other
equity-based incentive awards granted by the Company that were
outstanding but not vested as of the Date of Termination (as
defined below) shall become immediately vested or payable, as the
case may be, unless the equity incentive awards are based upon
satisfaction of performance criteria (not based solely on the
passage of time), in which case, they will only vest pursuant to
their express terms; provided, however, that any such
equity awards that are vested pursuant to this provision and that
constitute a non-qualified deferred compensation arrangement within
the meaning of Section 409A shall be paid or settled on the
earliest date coinciding with or following the Date of Termination
that does not result in a violation of or penalties under Section
409A.
2) Disability. For purposes of this Amendment, a termination
based upon “Disability” means a termination by the Company
based upon Employee's entitlement to long-term disability benefits
under the Company's long-term disability plan or policy, as the
case may be, as in effect on the Date of Termination;
provided, however, that if Employee is not a
participant in the Company's long-term disability plan or policy on
the Date of Termination, Employee shall still be considered
terminated based upon Disability if Employee would have been
entitled to benefits under the Company's long-term disability plan
or policy had Employee been a participant on Employee’s Date of
Termination.
3) Date of Termination. For purposes of the Agreement and
this Amendment, “Date of Termination” means the date of
termination as set forth on a written notice of termination or, if
different, the date of receipt by the Company of such notice of
termination; provided, however, that any such date
shall not exceed the date of receipt by more than 30 days.
2. Except as expressly amended or modified
by this Amendment, the terms and conditions of the Agreement shall
remain in full force and effect. This Amendment may be executed in
one or more counterparts, each of which constitutes an original but
all of which constitute one and the same instrument. This Amendment
may be amended only by a writing signed by all of the parties
hereto.
IN WITNESS WHEREOF, the parties hereby execute this Amendment as of
the date first written above.
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SKY HARBOUR LLC
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EMPLOYEE
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By:
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/s/ Tal Keinan
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/s/ Francisco Gonzalez
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Name:
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Francisco Gonzalez
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Title:
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Exhibit
10.2
SKY HARBOUR GROUP CORPORATION
2022 INCENTIVE AWARD PLAN
RESTRICTED STOCK UNIT GRANT NOTICE
Sky Harbour Group Corporation, a Delaware corporation (the
“Company”), has granted to the participant listed below
(“Participant”) the Restricted Stock Units (the
“RSUs”) described in this Restricted Stock Unit Grant Notice
(this “Grant Notice”), subject to the terms and conditions
of the Sky Harbour Group Corporation 2022 Incentive Award Plan (as
may be amended from time to time, the “Plan”) and the
Restricted Stock Unit Agreement attached hereto as
Exhibit A (the “Agreement”), both
of which are incorporated into this Grant Notice by reference.
Capitalized terms not specifically defined in this Grant Notice or
the Agreement have the meanings given to them in the Plan.
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Participant:
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[ ]
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Grant Date:
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[ ]
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Number of RSU:
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[ ]
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Vesting Commencement Date:
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[ ]
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Vesting Schedule:
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[ ];
subject to Section 2.1 of the Agreement.
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By accepting (whether in writing, electronically or otherwise) the
RSUs, Participant agrees to be bound by the terms of this Grant
Notice, the Plan and the Agreement. Participant has reviewed the
Plan, this Grant Notice and the Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to
executing this Grant Notice and fully understands all provisions of
the Plan, this Grant Notice and the Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising
under the Plan, this Grant Notice or the Agreement.
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SKY HARBOUR GROUP CORPORATION
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PARTICIPANT
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By: |
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Name: |
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Title: |
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Exhibit A
RESTRICTED STOCK UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have
the meanings specified in the Grant Notice or, if not defined in
the Grant Notice, in the Plan.
ARTICLE I
GENERAL
1.1 Award of RSUs.
The Company has granted the RSUs to Participant effective as of the
Grant Date set forth in the Grant Notice (the “Grant Date”).
Each RSU represents the right to receive one Share as set forth in
this Agreement. Participant will have no right to the distribution
of any Shares until the time (if ever) the RSUs have vested.
1.2 Incorporation of
Terms of Plan. The RSUs are subject to the terms and conditions
set forth in this Agreement and the Plan, which is incorporated
herein by reference. In the event of any inconsistency between the
Plan and this Agreement, the terms of the Plan will control.
1.3 Unsecured
Promise. The RSUs will at all times prior to settlement
represent an unsecured Company obligation payable only from the
Company’s general assets.
ARTICLE II
VESTING; FORFEITURE AND SETTLEMENT
2.1 Vesting;
Forfeiture. The RSUs will vest according to the vesting
schedule in the Grant Notice except that any fraction of an RSU
that would otherwise be vested will be accumulated and will vest
only when a whole RSU has accumulated.
(a) Subject to Section
2.1(b), in the event of Participant’s Termination of Service
for any reason, all unvested RSUs will immediately and
automatically be cancelled and forfeited, except as otherwise
determined by the Administrator or provided in a binding written
agreement between Participant and the Company.
(b) Notwithstanding anything to
the contrary, upon Participant’s Termination of Service for
Retirement, all unvested RSUs will immediately vest as of the date
of such Termination of Service. For purposes of this Agreement,
“Retirement” means Participant’s Termination of Service,
other than for Cause, if, at the time of such Termination of
Service, the sum of Participant’s age and years of service with the
Company or an Affiliate add up to 65 or more on the date of such
Termination of Service, provided that such Termination of Service
constitutes a “separation from service” as defined in the
regulations under Section 409A. [For the avoidance of doubt, a
Termination of Service for death or Disability (as defined below)
in the event that the sum of Participant’s age and years of service
with the Company or an Affiliate add up to 65 or more as of the
date of such Termination of Service shall constitute Retirement,
provided that such Termination of Service constitutes a “separation
from service” as defined in the regulations under Section 409A and
occurs prior to the specified effective date of a Change in
Control.]
(c) [Notwithstanding anything to
the contrary, upon the consummation of a Change in Control of the
Company, all unvested RSUs will immediately vest as of the
consummation of such Change in Control.]
(d) [Notwithstanding anything to
the contrary, upon Participant’s Termination of Service due to
death or Disability, all unvested RSUs will immediately vest as of
the date of such Termination of Service. For purposes of this
Agreement, “Disability” means such term (or word of like
import) as defined under the long-term disability policy of the
Company or any Affiliate to which Participant provides services
regardless of whether Participant is covered by such policy. If the
Company or any Affiliate to which Participant provides services
does not have a long-term disability policy in place,
“Disability” means that Participant is unable to carry out
the responsibilities and functions of the position held by
Participant by reason of any medically determinable physical or
mental impairment for a period of not less than 90 consecutive
days. Participant will not be considered to have incurred a
Disability unless Participant furnishes proof of such impairment
sufficient to satisfy the Administrator in its discretion.]
(e) [Notwithstanding anything to
the contrary, upon Participant’s Termination of Service without
Cause or resignation for Good Reason, all unvested RSUs shall
remain outstanding and eligible to vest following the Date of
Termination and shall actually vest and become non-forfeitable as
of the Date of Termination (as defined in the Participant’s
employment agreement with the Company or an Affiliate, dated as of
[•],as may be amended from time to time (the “Employment
Agreement”)), subject to the release provisions of the
Employment Agreement becoming effective by its own terms.]
2.2 Settlement.
(a) The RSUs will be paid in
Shares as soon as administratively practicable after the vesting of
the applicable RSU, but no later than 30 days following the
applicable date on which any RSU vests.
(b) Notwithstanding the
foregoing, the Company may delay any payment under this Agreement
that the Company reasonably determines would violate Applicable Law
until the earliest date the Company reasonably determines the
making of the payment will not cause such a violation (in
accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii));
provided the Company reasonably believes the delay will not result
in the imposition of excise taxes under Section 409A.
(c) The Company shall delay the
delivery of any Shares under this Agreement to Participant to the
extent it deems necessary or appropriate to comply with Section
409A(a)(2)(B)(i) of the Code (relating to payments made to certain
“specified employees” of certain publicly-traded companies); in
such event, any Shares to which Participant would otherwise be
entitled during the six month period following the date of
Participant’s Termination of Service will be delivered on the first
business day following the expiration of such six month period (or,
if earlier, Participant’s date of death).
2.3 Defined
Terms.
(a) As used in this Agreement,
“Cause” shall have the meaning ascribed to such term (or
word of like import) as expressly defined in an effective written
agreement between Participant and the Company or its Affiliates, or
in the absence of such effective written agreement and definition,
“Cause” means any of the following events that the Board has
determined, in good faith, has occurred: (i) Participant’s failure
to substantially perform Participant’s duties (other than a failure
resulting from Participant’s disability), including Participant’s
failure to follow any lawful directive from the Board or
Participant’s immediate supervisor; (ii) Participant’s violation of
any code or standard of behavior generally applicable to Employees
or executives of the Company; (iii) engaging in conduct that may
reasonably result in reputational, economic or financial injury to
the Company or its Affiliates; (iv) Participant’s commission of,
indictment for or plea of nolo contendere to a felony, any crime
involving fraud or embezzlement under federal, state or local laws
or a crime involving moral turpitude; (v) Participant’s failure to
devote substantially all of Participant’s working time to the
business of the Company and its Affiliates; (vi) Participant’s
unlawful use (including being under the influence) or possession of
illegal drugs on the premises of the Company or any of its
Affiliates or while performing Participant’s duties and
responsibilities for the Company or any of its Affiliates; (vii)
Participant’s commission of an act of fraud, willful misconduct or
gross negligence with respect to the Company or its Affiliates, or
Participant’s material breach of fiduciary duty against the Company
or any of its Affiliates; (viii) Participant’s engaging in
misconduct in connection with the performance of any of
Participant’s duties, including by embezzlement or theft from the
Company or its Affiliates, misappropriating funds from the Company
or its Affiliates or securing or attempting to secure personally
any profit in connection with any transaction entered into on
behalf of the Company or its Affiliates; or (ix) Participant’s
active disloyalty to the Company or its Affiliates, including
willfully aiding a competitor or improperly disclosing confidential
information.
(b) As used in this Agreement,
“Good Reason” shall have the meaning ascribed to such term
(or word of like import) as expressly defined in an effective
written agreement between Participant and the Company or its
Affiliates, or in the absence of such effective written agreement
and definition, “Good Reason” means a termination by
Participant based upon the occurrence (without Participant’s
express written consent) of any of the following: (i) a reduction
in Participant‘s annual base salary by 10% or greater (unless such
reduction applies generally to all employees of the Company); or
(ii) a material diminution in Participant’s authority, duties or
responsibilities. Participant's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any
act or failure to act constituting Good Reason hereunder; provided,
however, that the events described herein shall not constitute Good
Reason unless Participant notifies the Company in writing within 30
days following the event purportedly giving rise to Good Reason and
the Company fails to cure the circumstances purportedly giving rise
to Good Reason within 30 days following such notice by Participant
(the “Cure Period”). If the Company fails to so cure prior
to the expiration of the Cure Period, then Participant may tender
Participant’s resignation for Good Reason, such resignation to be
effective no later than 30 days following the end of the Cure
Period; it being understood that if Participant fails to resign
within such 30 day period, Participant’s right to terminate
Participant’s employment for Good Reason on account of the event or
events described in such notice shall be deemed to be waived.
ARTICLE III
TAXATION AND TAX
WITHHOLDING
3.1 Representation.
Participant represents to the Company that Participant has reviewed
with Participant’s own tax advisors the tax consequences of this
award of RSUs (the “Award”) and the transactions
contemplated by the Grant Notice and this Agreement. Participant is
relying solely on such advisors and not on any statements or
representations of the Company or any of its agents.
3.2 Tax
Withholding.
(a) Participant acknowledges that
Participant is ultimately liable and responsible for all taxes owed
in connection with the RSUs, regardless of any action the Company
or any Affiliate takes with respect to any tax withholding
obligations that arise in connection with the RSUs. Neither the
Company nor any Affiliate makes any representation or undertaking
regarding the treatment of any tax withholding in connection with
the awarding, vesting or payment of the RSUs or the subsequent sale
of Shares. The Company and its Affiliates do not commit and are
under no obligation to structure the RSUs to reduce or eliminate
Participant’s tax liability. Participant agrees to pay to the
Company or any Affiliate any amount of tax withholding
obligations that the Company or an Affiliate may be required to
withhold or account for as a result of Participant’s participation
in the Plan that cannot be satisfied by the means described in this
Section 3. The Company may refuse to issue or deliver the
Shares, or the proceeds of the sale of Shares, if Participant fails
to comply with Participant’s obligations in connection
with any applicable withholding tax obligations.
(b) Prior to the relevant taxable
or tax withholding event, as applicable, Participant agrees to make
adequate arrangements satisfactory to the Company or an Affiliate
to satisfy all applicable withholding tax obligations in connection
with the RSUs. In this regard, Participant authorizes the Company
or an Affiliate, or their respective agents, at their discretion,
to satisfy the obligations with regard to all withholding tax
liabilities by one or a combination of the following:
(i) cash, wire transfer of immediately
available funds or check,
(ii) Shares or Shares held for such minimum
period of time as may be established by the Administrator, in each
case, having a Fair Market Value on the date of delivery equal to
the aggregate payments required,
(iii) delivery of a written or electronic
notice that Participant has placed a market sell order with a
broker acceptable to the Company with respect to Shares then
issuable vesting of the RSUs, and that the broker has been directed
to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the aggregate payments required;
provided that payment of such proceeds is then made to the
Company upon settlement of such sale,
(iv) other form of legal consideration
acceptable to the Administrator in its sole discretion, or
(v) any combination of the above permitted
forms of payment.
[Notwithstanding the foregoing, if Participant is an officer of the
Company whom the Administrator has determined is subject to the
reporting requirements of Section 16 of the Exchange Act, [unless
otherwise determined by the Board], the Shares will be delivered
net of any withholding taxes as the Company determines necessary to
satisfy the applicable withholding obligations.] In the event the
Company or an Affiliate withholds more than the withholding
taxes using one of the methods described above, Participant may
receive a refund of any over-withheld amount in cash but will have
no entitlement to the Shares sold or withheld.
ARTICLE IV
OTHER PROVISIONS
4.1 Dividend
Equivalents. Dividend Equivalents shall not be credited to
Participant while the RSUs are outstanding.
4.2 Adjustments.
Participant acknowledges that the RSUs and the Shares subject to
the RSUs are subject to adjustment, modification and termination in
certain events as provided in this Agreement and the Plan.
4.3 Administration and
Interpretation. Any question or dispute regarding the
administration or interpretation of the Plan, the Grant Notice or
this Agreement shall be submitted by Participant or by the Company
to the Administrator. The resolution of such question or dispute by
the Administrator shall be final and binding.
4.4 Personal Data
Authorization. Participant understands and acknowledges that
the Company and its Affiliates hold certain personal information
regarding Participant for the purpose of managing and administering
the Plan, including Participant’s name, home address, telephone
number, date of birth, social security number, salary, nationality,
job title, any Shares or directorships held in the Company and
details of all Awards canceled, exercised, vested, unvested or
outstanding in Participant’s favor (“Data”). Participant
further understands and acknowledges that the Company and its
Affiliates will transfer Data among themselves as necessary for the
purpose of implementation, administration and management of
Participant’s participation in the Plan and that the Company and
any its Affiliates may each further transfer Data to any third
party assisting the Company in the implementation, administration
and management of the Plan. Participant understands and
acknowledges that the recipients of Data may be located in the
United States or elsewhere.
4.5 Clawback. The
Award and the Shares issuable hereunder shall be subject to any
clawback or recoupment policy in effect on the Grant Date or as may
be adopted or maintained by the Company following the Grant Date,
including the Dodd-Frank Wall Street Reform and Consumer Protection
Act and any rules or regulations promulgated thereunder.
4.6 Notices. Any
notice to be given under the terms of this Agreement to the Company
must be in writing and addressed to the Company in care of the
Compensation Committee of the Board, the Chief Executive Officer or
the General Counsel at the Company’s principal office or the Chief
Executive Officer’s or the General Counsel’s then-current email
address. Any notice to be given under the terms of this Agreement
to Participant must be in writing and addressed to Participant (or,
if Participant is then deceased, to Participant’s designated
beneficiary) at Participant’s last known mailing address, email
address or facsimile number in the Company’s personnel files. By a
notice given pursuant to this Section 4.6, either party may
designate a different address for notices to be given to that
party. Any notice will be deemed duly given when actually received,
when sent by email, when sent by certified mail (return receipt
requested) and deposited with postage prepaid in a post office or
branch post office regularly maintained by the United States Postal
Service, when delivered by a nationally recognized express shipping
company or upon receipt of a facsimile transmission
confirmation.
4.7 Titles. Titles
are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
4.8 Conformity to
Securities Laws. Participant acknowledges that the Plan, the
Grant Notice and this Agreement are intended to conform to the
extent necessary with all Applicable Law and, to the extent
Applicable Law permits, will be deemed amended as necessary to
conform to Applicable Law.
4.9 Successors and
Assigns. The Company may assign any of its rights under this
Agreement to a single or multiple assignees, and this Agreement
will inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth in this
Agreement or the Plan, this Agreement will be binding upon and
inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
4.10 Limitations
Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject
to Section 16 of the Exchange Act, the Plan, the Grant Notice, this
Agreement and the RSUs will be subject to any additional
limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule
16b-3) that are requirements for the application of such exemptive
rule. To the extent Applicable Law permits, this Agreement will be
deemed amended as necessary to conform to such applicable exemptive
rule.
4.11 Entire Agreement;
Amendment. The Plan, the Grant Notice and this Agreement
(including any exhibit hereto) constitute the entire agreement of
the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the
subject matter hereof. To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the
Administrator or the Board; provided, however, that
except as may otherwise be provided by the Plan, no amendment,
modification, suspension or termination of this Agreement shall
materially and adversely affect the RSUs without the prior written
consent of Participant.
4.12 Agreement
Severable. In the event that any provision of the Grant Notice
or this Agreement is held illegal or invalid, the provision will be
severable from, and the illegality or invalidity of the provision
will not be construed to have any effect on, the remaining
provisions of the Grant Notice or this Agreement.
4.13 Limitation on
Participant’s Rights. Participation in the Plan confers
no rights or interests other than as herein provided. This
Agreement creates only a contractual obligation on the part of the
Company as to amounts payable and may not be construed as creating
a trust. Neither the Plan nor any underlying program, in and of
itself, has any assets. Participant will have only the rights of a
general unsecured creditor of the Company with respect to amounts
credited and benefits payable, if any, with respect to the RSUs,
and rights no greater than the right to receive cash or the Shares
as a general unsecured creditor with respect to the RSUs, as and
when settled pursuant to the terms hereof.
4.14 Not a Contract of
Employment. Nothing in the Plan, the Grant Notice or this
Agreement confers upon Participant any right to continue in the
employ or service of the Company or any Affiliate or interferes
with or restricts in any way the rights of the Company and any
Affiliate, which rights are hereby expressly reserved, to discharge
or terminate the services of Participant at any time for any reason
whatsoever, with or without Cause, except to the extent expressly
provided otherwise in a written agreement between the Company or an
Affiliate and Participant.
4.15 Counterparts.
The Grant Notice may be executed in one or more counterparts,
including by way of any electronic signature, subject to Applicable
Law, each of which will be deemed an original and all of which
together will constitute one instrument.
* * * * *
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
Introduction
The following unaudited pro forma condensed combined financial
information has been prepared in accordance with Article 11 of
Regulation S-X. For each of the periods presented, the unaudited
pro forma condensed combined financial information reflects the
combination of historical financial information of Sky and Sky
Harbour Group Corporation, f/k/a YAC, and gives effect to (1) YAC’s
IPO, concurrent private placement of warrants to purchase its
Class A common stock and payment of offering expenses and (2)
the Business Combination, $45,000,000 BOC PIPE, the payment of
transaction costs associated with the Business Combination and the
cash settlement of certain obligations in accordance with YAC’s
initial public offering (for purposes of this section,
collectively, the “Transactions”). For purposes of this section,
Sky and YAC are collectively referred to as the “Companies,” and
the Companies, subsequent to the Business Combination, are referred
to herein as the “Combined Company.”
The unaudited pro forma condensed combined financial information
has been presented to provide relevant information necessary for an
understanding of the Combined Company subsequent to completion of
the Transactions. The unaudited pro forma condensed combined
statements of operations, which have been presented for the year
ended December 31, 2021 and the three months ended March 31,
2022, give pro forma effect to the Transactions as if they had
occurred on January 1, 2021. The unaudited pro forma condensed
combined statements of operations do not purport to represent, and
is not necessarily indicative of, what the actual results of
operations of the Combined Company would have been had the
Transactions taken place on January 1, 2021, nor is it
necessarily indicative of the results of operations of the Combined
Company for any future period.
The unaudited pro forma condensed combined financial information
was derived from, and should be read in conjunction with, the
following historical financial statements and notes thereto, and
other information relating to Sky and YAC included elsewhere in
this prospectus:
| |
•
|
The audited historical consolidated financial statements of Sky as
of and for the years ended December 31, 2021 and
2020;
|
| |
•
|
The unaudited historical consolidated financial statements of Sky
Harbour Group Corporation as of and for the three months ended
March 31, 2022; and
|
| |
•
|
The audited historical financial statements of YAC as of and for
the year ended December 31, 2021, and the audited historical
financial statements of YAC for the period from August 25,
2020 (inception) through December 31, 2020.
|
The unaudited pro forma condensed combined financial information
should also be read together with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” as well
as other information included elsewhere in this prospectus.
Description of the Transactions
YAC was formed as a blank check company incorporated as a Delaware
corporation for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. YAC
completed its IPO of 12,500,000 units at an offering price of
$10.00 per unit on October 26, 2020. Simultaneously with the
closing of the IPO, YAC completed a private placement of 7,500,000
warrants issued to the Sponsor, generating total proceeds of
$7,500,000. On December 1, 2020, the underwriters'
over-allotment option was partially exercised resulting in the
purchase of an additional 1,098,898 Units, generating additional
gross proceeds to YAC of $10,988,980 and incurring offering costs
of approximately $700,000 (including $600,000 in underwriting
fees). In connection with the IPO, including the underwriters’
partial exercise of the over-allotment option, the number of shares
of Class B Common Stock was decreased to 3,399,724 shares to
maintain the Sponsor’s 20% ownership. Also in connection with the
partial exercise of the underwriters' overallotment option, the
Sponsor purchased private placement warrants at a price of $1.00
per whole warrant to purchase an additional 219,779 shares of YAC
Class A Common Stock at a price of $11.50 per share.
Therefore, in connection with the partial exercise of the
underwriters' overallotment option, an additional $11,208,760 in
proceeds from the exercise of the over-allotment and the sale of
additional private placement warrants were placed in the trust
account, resulting in total funds held in the trust account of
$138,716,226, inclusive of earned interest on investments held in
the trust account at that time. The trust account was located in
the United States at JP Morgan Chase Bank, N.A. with Continental
Stock Transfer & Trust Company acting as trustee. The funds
were invested in U.S. government securities with a maturity of 185
days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act of 1940, as
amended, which invest only in direct U.S. government treasury
obligations.
On January 25, 2022, YAC consummated the Business Combination
with Sky, pursuant to the Equity Purchase Agreement among the
parties dated as of August 1, 2021, as amended. With YAC being
the legal acquirer of Sky, consideration for the Business
Combination consisted of shares of YAC’s Class B Common Stock
wherein each holder of Sky Common Units received one share of
Class B Common Stock for each Sky Common Unit. However, for
financial reporting purposes, Sky is deemed the accounting acquirer
and YAC the acquired company. See “Accounting for the Business
Combination” below.
The following activities are reflected in the unaudited pro forma
condensed combined financial statements below (either in the
historical results or through pro forma adjustments):
| |
•
|
In connection with the IPO (and related transactions):
|
| |
○
|
The initial investment by the Sponsor of 3,399,724 of YAC
Class B shares for $25,000;
|
| |
○
|
The issuance by YAC of 13,598,898 units at an offering price of
$10.00 per unit and receipt of proceeds therefrom;
|
| |
○
|
The issuance by YAC of 7,719,779 private placement warrants to the
Sponsor and receipt of proceeds therefrom;
|
| |
○
|
A total of $138,708,760 of net proceeds from the IPO and the
private placement placed in the trust account;
|
| |
○
|
The payment of offering expenses.
|
| |
•
|
In connection with the Closing:
|
| |
○
|
A $45,000,000 BOC PIPE investment and the related issuance of
4,500,000 shares of Class A common stock by YAC to Boston
Omaha;
|
| |
○
|
The payment of legal fees, underwriting commissions, and other
costs incurred by YAC in connection with the IPO;
|
| |
○
|
The repayment of a $1,000,000 working capital loan made by the
Sponsor;
|
| |
○
|
The payment of Transaction costs incurred by both Sky and YAC;
|
| |
○
|
The redemption of 12,061,041 shares of Class A common stock
held by YAC’s public stockholders;
|
| |
○
|
The conversion of YAC’s Sponsor Stock to shares of Class A
common stock on a one-for-one basis;
|
| |
○
|
The conversion of BOC YAC’s Series B Preferred Units to shares of
Class A common stock on a one-for-one basis;
|
| |
○
|
YAC’s contribution of all of its assets to Sky, including but not
limited to, (A) the proceeds from the trust account (net of
proceeds used to fund the redemption of the Class A common
stock held by eligible stockholders who properly elected to have
their shares redeemed as of the Closing Date), plus (B) $45,000,000
proceeds from the BOC PIPE, plus any cash held by YAC in any
working capital or similar account, less (D) the deferred
underwriting commission from the IPO and other Transaction expenses
of YAC;
|
| |
○
|
Execution of the A&R Operating Agreement; and
|
| |
○
|
Execution of the Tax Receivable Agreement.
|
Following the closing, the Combined Company is organized as an
“Up-C” structure in which substantially all of the operating assets
of Sky’s business are held by Sky and it continues to operate
through the subsidiaries of Sky. Upon the closing, YAC was renamed
as “Sky Harbour Group Corporation,” and the Company’s only assets
are its equity interests in Sky. The Company is the sole managing
member of Sky in accordance with the terms of the A&R Operating
Agreement.
Accounting for the Business Combination
Notwithstanding the legal form of the Business Combination pursuant
to the Equity Purchase Agreement, the Business Combination was
accounted for as a reverse recapitalization in accordance with U.S.
GAAP. Under this method of accounting, YAC was treated as the
acquired company for financial reporting purposes, and Sky was
treated as the accounting acquirer. In accordance with this
accounting method, the Business Combination was treated as the
equivalent of Sky issuing equity for the net assets of YAC,
accompanied by a recapitalization. The net assets of YAC were
stated at historical cost, with no goodwill or other intangible
assets recorded, and operations prior to the Business Combination
will be those of Sky. Sky has been deemed the accounting acquirer
for purposes of the Business Combination based on an evaluation of
the following facts and circumstances:
| |
•
|
The Existing Sky Equityholders hold a majority voting interest in
the Combined Company;
|
| |
•
|
The Existing Sky Equityholders have the ability to nominate and
elect the majority of the Combined Company’s Board;
|
| |
•
|
Sky’s existing senior management team comprise the senior
management of the Combined Company;
|
| |
•
|
Sky’s operations comprise the ongoing operations of the Combined
Company; and
|
| |
•
|
Sky’s assets are larger in relative size compared to YAC’s
assets.
|
The Existing Sky Equityholders hold a corresponding share of
Class B Common Stock for each Sky Common Unit they hold. Each
Sky Common Unit can be redeemed for a share of Class A Common
Stock and a corresponding share of Class B Common Stock will
be cancelled. The Class B Common Stock held by the Existing
Sky Equityholders entitles the holders thereof to one vote on all
matters which stockholders are generally entitled to vote but have
no economic rights. The corresponding economic rights associated
with Sky Common Units held by Existing Sky Equityholders are
presented as non-controlling interests in the Combined Company’s
financial statements.
Basis of Pro forma Presentation
In accordance with Article 11 of Regulation S-X, pro forma
adjustments to the historical combined financial information of Sky
and YAC only give effect to events that are both factually
supportable and directly attributable to the Transactions. In
addition, for purposes of preparation of the unaudited pro forma
condensed combined statement of operations, adjustments have only
been made to give effect to events that are expected to have a
continuing impact on the results of the Combined Company following
the Business Combination. The unaudited pro forma condensed
combined financial information does not give effect to any
synergies, operating efficiencies, or other benefits that may
result from consummation of the Transactions. Sky and YAC have not
had any historical relationship prior to the Business Combination.
Therefore, preparation of the accompanying pro forma financial
information did not require any adjustments related to such
historical transactions.
Pursuant to YAC’s charter prior to the Business Combination, YAC’s
public stockholders were offered the opportunity to redeem their
shares of Class A common stock for cash upon consummation of
the Business Combination, irrespective of whether they voted for or
against the Business Combination. If a public stockholder properly
exercised its right to redemption of its shares, YAC redeemed each
share for cash equal to the public stockholder’s pro rata portion
of the trust account, calculated as of two business days prior to
the consummation of the Business Combination.
The unaudited pro forma condensed combined financial information
has been prepared to reflect the redemption of 12,061,041 shares of
Class A common stock for $123,068,515.
After the redemption of the shares of Class A common stock,
the Company’s controlling economic ownership percentage in Sky was
26.1%.
There are no pro forma adjustments related to the outstanding
public warrants and private placement warrants issued in connection
with the IPO that are classified as warrant liability in YAC’s
historical balance sheet, as such securities continue to be
outstanding and classified as a liability after the Closing
Date.
The following table provides a pro forma summary of the shares of
the Combined Company’s common stock that would be outstanding if
the Transactions had occurred on January 1, 2022:
|
|
|
Shares
|
|
|
%
|
|
|
Stockholder
|
|
|
|
|
|
|
|
|
|
Existing Sky Equityholders
|
|
|
42,192,250 |
(1) |
|
|
73.85 |
% |
|
YAC's Public Stockholders
|
|
|
1,537,857 |
(2) |
|
|
2.69 |
% |
|
BOC YAC Initial Investment
|
|
|
5,500,000 |
(3) |
|
|
9.63 |
% |
|
BOC PIPE Investment
|
|
|
4,500,000 |
(4) |
|
|
7.88 |
% |
|
YAC Sponsors
|
|
|
3,193,474 |
(5) |
|
|
5.59 |
% |
|
Others
|
|
|
206,250 |
(6) |
|
|
0.36 |
% |
|
TOTAL
|
|
|
57,129,831 |
|
|
|
100.00 |
% |
|
(1)
|
Represents the shares of Class B Common Stock issued to the
Company to consummate the Business Combination.
|
|
(2)
|
Represents the shares held by YAC’s public stockholders after the
redemption of 12,061,041 shares of Class A common stock.
|
|
(3)
|
Represents the shares of Class A common stock held by BOC YAC
as the holder of Series B Preferred Units of Sky upon the
one-for-one conversion of the Series B Preferred Units into
Class A common stock immediately prior to the consummation of
the Business Combination.
|
|
(4)
|
Represents the shares that were issued to Boston Omaha in
consideration of the $45,000,000 BOC PIPE investment.
|
|
(5)
|
Represents the shares of Class B common stock held by the
initial stockholders of YAC upon the one-for-one conversion of the
founder shares into Class A common stock immediately prior to
the consummation of the Business Combination.
|
|
(6)
|
Represents 206,250 class A common stock held by BOC Yellowstone II
LLC.
|
The Combined Company is organized in an “Up-C” structure. It was
necessary to consider the income tax impacts and any related pro
forma adjustments associated with the Transactions. No tax
liability is deemed to have been triggered upon consummation of the
Business Combination, including related to the Tax Receivable
Agreement. The pro forma condensed combined provision for income
taxes does not necessarily reflect the amounts that would have
resulted had Sky and YAC filed income tax returns in the current
structure for the periods presented.
The unaudited pro forma condensed combined financial information
has been presented for illustrative purposes only. The pro forma
adjustments represent estimates based on information available as
of the date of the unaudited pro forma condensed combined financial
information and are subject to change as additional information
becomes available. Assumptions and estimates underlying the pro
forma adjustments set forth in the unaudited pro forma condensed
combined financial information are described in the accompanying
notes. The actual financial position and results of operations of
the Combined Company subsequent to the Transactions may differ
significantly from the pro forma amounts reflected herein.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
(UNAUDITED)
|
|
|
HISTORICAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sky
|
|
|
YAC (1)
|
|
|
Pro Forma
Adjustments
|
|
|
Pro Forma
Combined
|
|
|
|
Revenue
|
|
$ |
396,569 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
396,569 |
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
1,144,557 |
|
|
|
— |
|
|
|
— |
|
|
|
1,144,557 |
|
|
|
General and administrative
|
|
|
4,682,934 |
|
|
|
423,682 |
|
|
|
(248,197 |
) |
(a) |
|
4,858,419 |
|
|
|
Depreciation
|
|
|
144,630 |
|
|
|
— |
|
|
|
— |
|
|
|
144,630 |
|
|
|
Total expenses
|
|
|
5,972,121 |
|
|
|
423,682 |
|
|
|
(248,197 |
) |
|
|
6,147,606 |
|
|
|
Operating loss
|
|
|
(5,575,552 |
) |
|
|
(423,682 |
) |
|
|
248,197 |
|
|
|
(5,751,037 |
) |
|
|
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss (gain) on investments held in Trust
|
|
|
— |
|
|
|
(387 |
) |
|
|
387 |
|
(b) |
|
— |
|
|
|
Interest expense (income), including amortization of deferred
financing costs
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Change in fair value of warrant liability-(gain) loss
|
|
|
13,938,459 |
|
|
|
(3,923,096 |
) |
|
|
— |
|
|
|
10,015,363 |
|
|
|
Total other expense (income), net
|
|
|
13,938,459 |
|
|
|
(3,923,483 |
) |
|
|
387 |
|
|
|
10,015,363 |
|
|
|
Net (loss) income
|
|
|
(19,514,011 |
) |
|
|
3,499,801 |
|
|
|
247,810 |
|
|
|
(15,766,400 |
) |
|
|
Net loss attributable to non-controlling interests
|
|
|
(3,750,855 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3,750,855 |
) |
|
|
Net loss attributable to controlling interests
|
|
$ |
(15,763,156 |
) |
|
$ |
3,499,801 |
|
|
$ |
247,810 |
|
|
$ |
(12,015,545 |
) |
|
|
Pro forma net loss per share information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,937,581 |
|
(c) |
|
Basic and diluted net loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.80 |
) |
(c) |
See the accompanying notes to the unaudited pro forma condensed
combined financial statements.
|
(1)
|
For the period January 1, 2022 to January 25, 2022 (date of
transaction)
|
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2021
(UNAUDITED)
|
|
|
HISTORICAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sky
|
|
|
YAC
|
|
|
Pro Forma
Adjustments
|
|
|
Pro Forma
Combined
|
|
|
|
Revenue
|
|
$ |
1,577,919 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,577,919 |
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
4,276,856 |
|
|
|
— |
|
|
|
— |
|
|
|
4,276,856 |
|
|
|
General and administrative
|
|
|
8,930,319 |
|
|
|
3,185,293 |
|
|
|
(745,753 |
) |
(aa) |
|
11,369,859 |
|
|
|
Depreciation
|
|
|
569,914 |
|
|
|
— |
|
|
|
— |
|
|
|
569,914 |
|
|
|
Total expenses
|
|
|
13,777,089 |
|
|
|
3,185,293 |
|
|
|
(745,753 |
) |
|
|
16,216,629 |
|
|
|
Operating loss
|
|
|
(12,199,170 |
) |
|
|
(3,185,293 |
) |
|
|
745,753 |
|
|
|
(14,638,710 |
) |
|
|
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on investments held in Trust
|
|
|
— |
|
|
|
(1,619 |
) |
|
|
1,619 |
|
(bb) |
|
— |
|
|
|
Interest expense (income), including amortization of deferred
financing costs
|
|
|
1,160,298 |
|
|
|
(35,423 |
) |
|
|
— |
|
|
|
1,124,875 |
|
|
|
Change in fair value of warrant liability-(gain) loss
|
|
|
— |
|
|
|
(6,095,170 |
) |
|
|
— |
|
|
|
(6,095,170 |
) |
|
|
Loss on extinguishment of note payable to related party
|
|
|
250,000 |
|
|
|
— |
|
|
|
— |
|
|
|
250,000 |
|
|
|
Total other expense (income), net
|
|
|
1,410,298 |
|
|
|
(6,132,212 |
) |
|
|
1,619 |
|
|
|
(4,720,295 |
) |
|
|
Net income (loss)
|
|
|
(13,609,468 |
) |
|
|
2,946,919 |
|
|
|
744,134 |
|
|
|
(9,918,415 |
) |
|
|
Net loss attributable to non-controlling interests
|
|
|
— |
|
|
|
— |
|
|
|
(10,051,038 |
) |
(cc) |
|
(10,051,038 |
) |
|
|
Net loss attributable to controlling interests
|
|
$ |
(13,609,468 |
) |
|
$ |
2,946,919 |
|
|
$ |
10,795,172 |
|
|
$ |
132,623 |
|
|
|
Pro forma net income (loss) per share information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,937,581 |
|
(dd) |
|
Diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,456,799 |
|
|
|
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.01 |
|
(dd) |
|
Diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.20 |
) |
(dd) |
See the accompanying notes to the unaudited pro forma condensed
combined financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
NOTE 1 - BASIS OF PRO FORMA PRESENTATION
The Business Combination was accounted for as a reverse
recapitalization in accordance with U.S. GAAP. Under this method of
accounting, YAC was treated as the acquired company for financial
reporting purposes, and Sky was treated as the accounting acquirer.
The Business Combination was treated as the equivalent of Sky
issuing stock for the net assets of YAC, accompanied by a
recapitalization. The net assets of YAC are stated at historical
cost, with no goodwill or intangible assets recorded. Operations
prior to the Business Combination are those of Sky.
The unaudited pro forma condensed combined statement of operations
for the year ended December 31, 2021 give pro forma effect to
the Transactions as if they had occurred on January 1, 2021.
The unaudited pro forma condensed combined balance sheet as of
December 31, 2021 assumes that the Transactions were completed
on December 31, 2021, excluding the IPO (which was completed
on October 26, 2020).
The unaudited pro forma condensed combined financial information
was derived from, and should be read in conjunction with, the
following historical financial statements and notes thereto, and
other information relating to Sky and YAC included elsewhere in
this prospectus:
| |
•
|
The audited historical consolidated financial statements of Sky as
of and for the year ended December 31, 2021; and
|
| |
•
|
The audited historical condensed financial statements of YAC as of
and for the year ended December 31, 2021.
|
Management has made significant estimates and assumptions in its
determination of the pro forma adjustments. The pro forma
adjustments, which are described in the accompanying notes, may be
revised as additional information becomes available and is
evaluated. Therefore, it is likely that the actual adjustments will
differ from the pro forma adjustments, and it is possible the
differences may be material. Management believes that its
assumptions and methodologies provide a reasonable basis for
presenting all of the significant effects of the Transactions based
on information available to management as of the date of the
unaudited pro forma condensed combined financial information, and
the pro forma adjustments give appropriate effect to those
assumptions and are properly applied in the unaudited pro forma
condensed combined financial information.
NOTE 2 - ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31,
2022
The unaudited pro forma condensed combined statements of operations
for the three month period ended March 31, 2022 include the
following adjustments:
| |
a
|
- Represents the reversal of certain expenses incurred by YAC
during the period but paid on the Closing Date and included in
equity issuance costs.
|
| |
b
|
- Represents the elimination of gains or losses on the investments
held in Trust.
|
| |
c
|
- Represents the pro forma weighted average shares of common stock
outstanding and pro forma loss per share calculated after giving
effect to the Transactions, as follows:
|
|
|
|
For the three month period
ended
March 31,
2022
|
|
|
Numerator
|
|
|
|
|
|
Pro forma net loss attributable to controlling interests
|
|
$ |
(12,015,545 |
) |
|
Denominator
|
|
|
|
|
|
YAC Class A stockholders(1)
|
|
|
1,537,857 |
|
|
YAC's converted founder shares(2)
|
|
|
3,193,474 |
|
|
BOC YAC Initial Investment(3)
|
|
|
5,500,000 |
|
|
BOC PIPE Investment(4)
|
|
|
4,500,000 |
|
|
Others(5)
|
|
|
206,250 |
|
|
Basic and diluted weighted average shares outstanding
|
|
|
14,937,581 |
|
|
Loss per share
|
|
|
|
|
|
Basic and diluted(6)
|
|
$ |
(0.80 |
) |
|
(1)
|
Represents the shares of Class A common stock held by YAC’s
public stockholders after the redemption of 12,061,041 shares of
Class A common stock. As the Transactions are assumed to have
occurred as of January 1, 2021 for purposes of preparing the
pro forma condensed combined statements of operations, the weighted
average shares outstanding reflect the net amount of 1,537,857
shares of common stock as outstanding for the entire 3-month period
of 2022.
|
|
(2)
|
Represents the shares of YAC Class B common stock held by the
initial stockholders of YAC upon the one-for-one conversion of the
founder shares into Class A common stock immediately prior to
the consummation of the Business Combination. Consistent with the
assumption related to the Transactions, this conversion is assumed
to have occurred on January 1, 2021 and, accordingly, these
shares are assumed to have been outstanding shares of common stock
for the entire 3-month period of 2022.
|
|
(3)
|
Represents the shares of Class A common stock held by BOC YAC
as the holders of Series B Preferred Units of Sky upon the
one-for-one conversion of the Series B Preferred Units into
Class A common stock immediately prior to the consummation of
the Business Combination. Consistent with the assumption related to
the Transactions, this conversion is assumed to have occurred on
January 1, 2021 and, accordingly, these shares are assumed to
have been outstanding shares of common stock for the entire 3-month
period of 2022.
|
|
(4)
|
Represents the shares that were issued in consideration of the BOC
PIPE investment. Consistent with the assumption related to the
Transactions, the BOC PIPE investment is assumed to have occurred
on January 1, 2021 and, accordingly, these shares are assumed
to have been outstanding shares of common stock for the entire
3-month period of 2022.
|
|
(5)
|
Represents 206,250 class A common stock held by BOC Yellowstone II
LLC.
|
|
(6)
|
Potentially dilutive shares have been deemed to be anti-dilutive
due to the net loss position and, accordingly, have been excluded
from the calculation of diluted loss per share. Potentially
dilutive shares that have been excluded from the determination of
diluted loss per share include 14,519,218 outstanding warrants
issued in connection with the IPO.
|
NOTE 3 - ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
2021
The unaudited pro forma condensed combined statements of operations
for the years ended December 31, 2021 and 2020 include the
following adjustments:
| |
aa
|
- Represents the reversal of certain expenses incurred by YAC
during the year ended and accrued as of December 31, 2021 but
paid on the Closing Date and included in equity issuance costs.
|
| |
bb
|
- Represents the elimination of gains or losses on the investments
held in Trust.
|
| |
cc
|
- Represents an adjustment to attribute net loss to non-controlling
interests based on its 73.9% post-Business Combination ownership
percentage in Sky.
|
| |
dd
|
- Represents the pro forma weighted average shares of common stock
outstanding and pro forma loss per share calculated after giving
effect to the Transactions, as follows:
|
|
|
|
For the Year
ended
December 31,
2021
|
|
|
Numerator
|
|
|
|
|
|
Pro forma net income attributable to controlling interests
|
|
$ |
132,623 |
|
|
Less: unrealized gain on warrants
|
|
|
(6,095,170 |
) |
|
Diluted net loss attributable to controlling interests
|
|
|
(5,962,547 |
) |
|
Denominator
|
|
|
|
|
|
YAC Class A stockholders(1)
|
|
|
1,537,857 |
|
|
YAC's converted founder shares(2)
|
|
|
3,193,474 |
|
|
BOC YAC Initial Investment(3)
|
|
|
5,500,000 |
|
|
BOC PIPE Investment(4)
|
|
|
4,500,000 |
|
|
Others(5)
|
|
|
206,250 |
|
|
Basic weighted average shares outstanding
|
|
|
14,937,581 |
|
| |
|
|
|
|
|
Effect of dilutive warrants
|
|
|
14,519,218 |
|
|
Diluted weighted average shares outstanding
|
|
|
29,456,799 |
|
| |
|
|
|
|
|
Earnings (Loss) per share
|
|
|
|
|
|
Basic
|
|
$ |
0.01 |
|
|
Diluted
|
|
$ |
(0.20 |
) |
|
(1)
|
Represents the shares of Class A common stock held by YAC’s
public stockholders after the redemption of 12,061,041 shares of
Class A common stock. As the Transactions are assumed to have
occurred as of January 1, 2021 for purposes of preparing the
pro forma condensed combined statements of operations, the weighted
average shares outstanding reflect the net amount of 1,537,857
shares of common stock as outstanding for the entire 12-month
period of 2021.
|
|
(2)
|
Represents the shares of YAC Class B common stock held by the
initial stockholders of YAC upon the one-for-one conversion of the
founder shares into Class A common stock immediately prior to
the consummation of the Business Combination. Consistent with the
assumption related to the Transactions, this conversion is assumed
to have occurred on January 1, 2021 and, accordingly, these
shares are assumed to have been outstanding shares of common stock
for the entire 12-month period of 2021.
|
|
(3)
|
Represents the shares of Class A common stock held by BOC YAC
as the holders of Series B Preferred Units of Sky upon the
one-for-one conversion of the Series B Preferred Units into
Class A common stock immediately prior to the consummation of
the Business Combination. Consistent with the assumption related to
the Transactions, this conversion is assumed to have occurred on
January 1, 2021 and, accordingly, these shares are assumed to
have been outstanding shares of common stock for the entire
12-month period of 2021.
|
|
(4)
|
Represents the shares that were issued in consideration of the BOC
PIPE investment. Consistent with the assumption related to the
Transactions, the BOC PIPE investment is assumed to have occurred
on January 1, 2021 and, accordingly, these shares are assumed
to have been outstanding shares of common stock for the entire
12-month period of 2021.
|
|
(5)
|
Represents 206,250 class A common stock held by BOC Yellowstone II
LLC.
|
|
(6)
|
Potentially dilutive shares have been deemed to be anti-dilutive
due to the net loss position and, accordingly, have been excluded
from the calculation of diluted loss per share. Potentially
dilutive shares that have been excluded from the determination of
diluted loss per share include 14,519,218 outstanding warrants
issued in connection with the IPO.
|
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