Form 8-K - Current report

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) October 11, 2023

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

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

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

(212) 554-5990

Registrant’s telephone number, including area code

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

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

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

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

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

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

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

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

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

Emerging growth company ☒

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

Item 1.01. Entry into a Material Definitive Agreement.

On October 11, 2023, Sky Harbour Group Corporation (the “Company”), through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the "PWK Lease") with Chicago Executive Airport ("PWK"). The PWK Lease is divided into two parcels, with the first parcel containing approximately 15 acres of land ("Phase I"). Under the terms of the PWK Lease, it is the intent of PWK to grant the Company a second parcel containing approximately 10 acres of land ("Phase II"). The grant of the Phase II land is at the sole discretion of PWK following the Company's completion of its development project at Phase I. The term of the PWK Lease will be 50 years from the acceptance of the Phase I parcel following customary due diligence and completion of a land survey, with lease payments commencing following the completion of construction. The PWK Lease contains no additional extension options exercisable by the Company or PWK.

PWK is jointly owned by the Village of Wheeling and City of Prospect Heights, Illinois, and acts a primary reliever and general aviation airport within the Chicago metropolitan area. The FAA reported nearly 100,000 total airport operations at PWK in 2021 and 2022, with steady growth forecasted each year thereafter.

Item 7.01. Regulation FD Disclosure.

On October 11, 2023, the Company issued a press release which announced its execution of the PWK Lease to develop a hangar campus at PWK. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

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

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press Release dated October 11, 2023
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: October 12, 2023

	SKY HARBOUR GROUP CORPORATION

	By:	/s/ Tal Keinan
	Name:	Tal Keinan
	Title:	Chief Executive Officer

Exhibit 99.1

Chicago Executive Airport Announces Sky Harbour Hangar Campus Development

Wheeling, IL – October 11^th, 2023 – Chicago Executive Airport (PWK) and Sky Harbour Group [Sky Harbour Group Corporation (NYSE: SKYH, SKYH WS)] today announced the execution of an agreement for the development of a Sky Harbour Home Base campus at PWK, the leading General Aviation airport in the Chicago area.

The Sky Harbour campus, to be developed on approximately 25 acres, is expected to create or sustain hundreds of local jobs and generate approximately $550MM in economic benefits. The campus will offer “the best home base in business aviation” to house approximately twenty of the Chicago area’s top corporate and privately-owned business jets in private hangars, with line-services dedicated exclusively to based tenants, offering “the shortest time to wheels-up in business aviation.”

Court Harris, Chairman of the Chicago Executive Airport Board, noted, “Sky Harbour brings unique and differentiated benefits to PWK, to the communities of Prospect Heights and Wheeling, and to the Chicago area in general. We appreciate the spirit of partnership and professionalism that the Sky Harbour team has brought to this relationship. We value the company’s track record of delivering on its commitments, and look forward to working together to enhance PWK’s value, both to the local community and to the business aviation community.”

The Chicago Executive Airport campus joins Sky Harbour campuses now operating at Houston’s Sugar Land Regional Airport (SGR), Nashville International Airport (BNA), and Miami Opa-Locka Executive Airport (OPF); campuses in development at Denver Centennial Airport (APA), Phoenix Deer Valley Airport (DVT) and Dallas’s Addison Airport (ADS); and additional campuses soon to be announced.

Tal Keinan, Sky Harbour’s Chairman and Chief Executive Officer, commented, “Chicago Executive Airport is among the best-managed business aviation airports in the United States, serving one of the country’s top business aviation markets. Sky Harbour is honored to be joining the PWK community and committed to maximizing the long-term benefits of a Sky Harbour campus to Prospect Heights, Wheeling, Cook County, and the Greater Chicago area.

About Chicago Executive Airport

Chicago Executive is a top reliever airport for Chicago O’Hare International (ORD), accepting some 100,000 corporate, charter and light recreational aircraft annually. Located just 10 miles north of ORD, Chicago Executive Airport is jointly owned by the Village of Wheeling and City of Prospect Heights. Visit us at chiexec.com for additional information.   

About Sky Harbour Group Corporation

Sky Harbour Group Corporation is an aviation infrastructure company developing the first nationwide network of Home-Basing campuses for business aircraft. The company develops, leases and manages general aviation hangars across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate customers with the best physical infrastructure in business aviation, coupled with dedicated service tailored to based aircraft, offering the shortest time to wheels-up in business aviation. To learn more, visit www.skyharbour.group.

Forward Looking Statements

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, earnings outlook and prospects of Sky Harbour Group (“SHG”) may include statements for the period following the consummation of the business combination. When used in this press release, the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of SHG as applicable 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 discussed and identified in the public filings made or to be made with the SEC by SHG, including the filings described above, regarding the following: expectations regarding SHG’s strategies and future financial performance, including its future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and SHG’s ability to invest in growth initiatives; SHG’s ability to scale and build the hangars currently under development or planned in a timely and cost-effective manner; the implementation, market acceptance and success of SHG’s business model and growth strategy; the success or profitability of SHG’s hangar facilities; SHG’s future capital requirements and sources and uses of cash; SHG’s ability to obtain funding for its operations and future growth; developments and projections relating to SHG’s competitors and industry; the ability to recognize the anticipated benefits of the business combination; geopolitical risk and changes in applicable laws or regulations; the possibility that SHG may be adversely affected by other economic, business, and/or competitive factors; operational risk; risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on SHG’s business operations, as well as SHG’s financial condition and results of operations. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of SHG prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. SHG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Chicago Executive Airport Public Affairs: tori@serafin.com

Sky Harbour Airport Relations: estolpman@skyharbour.group

Sky Harbour Member Relations: asigourney@skyharbour.group

Sky Harbour Investor Relations: investors@skyharbour.group Attn: Francisco Gonzalez

Document And Entity Information	Oct. 11, 2023
Document Information [Line Items]
Entity, Registrant Name	Sky Harbour Group Corporation
Document, Type	8-K
Document, Period End Date	Oct. 11, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39648
Entity, Tax Identification Number	85-2732947
Entity, Address, Address Line One	136 Tower Road, Suite 205
Entity, Address, Address Line Two	Westchester County Airport
Entity, Address, City or Town	White Plains
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	10604
City Area Code	212
Local Phone Number	554-5990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001823587
ClassACommonStockParValue00001PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SKYH
Security Exchange Name	NYSEAMER
WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	SKYH WS
Security Exchange Name	NYSEAMER