Filed Pursuant to Rule 424(b)(3)
Registration No. 333-263905
Registration No. 333-264998
 

 

Prospectus Supplement No. 3

(to Prospectus dated May 5, 2022)

Prospectus Supplement No. 2

(to Prospectus dated May 25, 2022)

 

 

skyharbour.jpg

 

 

Sky Harbour Group Corporation

 

72,918,942 Shares of Class A Common Stock

7,719,779 Warrants to Purchase Class A Common Stock

 

 


 

This prospectus supplement is a supplement to the prospectus dated May 5, 2022, which forms a part of our Registration Statement on Form S-1 (File No. 333-263905) (as supplemented to date, the “May 5 Prospectus”), and the prospectus dated May 25, 2022, which forms a part of our Registration Statement on Form S-1 (File No. 333-264998) (as supplemented to date, the “May 25 Prospectus” and, together with the May 5 Prospectus, the “Prospectuses”). This prospectus supplement is not a new registration of securities but is being filed solely to update and supplement the information in the Prospectuses with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 14, 2022 (theCurrent Report). Accordingly, we have attached the Current Report to this prospectus supplement.

 

This prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, and may not be delivered or utilized except in combination with, the Prospectuses, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectuses and if there is any inconsistency between the information in the Prospectuses and this prospectus supplement, you should rely on the information in this prospectus supplement. The May 5 Prospectus, together with this prospectus supplement, relate to (1) the issuance by us of up to 14,519,218 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), including the shares that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, consisting of the Public Warrants and the Private Placement Warrants (each as defined in the May 5 Prospectus); and (2) the offer and sale, from time to time, by the selling securityholder identified in the May 5 Prospectus or its permitted transferees, 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) 7,719,779 Private Placement Warrants. The May 25 Prospectus, together with this prospectus supplement, relate to (1) the issuance by us of up to 45,000,000 shares of Class A Common Stock issuable upon redemption of Sky Common Units (as defined in the May 25 Prospectus) and (2) the offer and sale, from time to time, by the selling securityholders identified in the May 25 Prospectus or their permitted transferees, of up to 58,399,724 shares of Class A Common Stock (including shares of Class A Common Stock issuable upon redemption of Sky Common Units).

 

Our Class A Common Stock and Public Warrants are traded on the New York Stock Exchange American LLC (“NYSE American”) under the symbols “SKYH” and “SKYH WS,” respectively. On June 15, 2022, the closing price of our Class A common stock was $5.77 per share, and the closing price of our Public Warrants was $0.42 per share.

 

 


 

Investing in our securities involves risks. SeeRisk Factorsin the Prospectuses and in any applicable prospectus supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if the Prospectuses or this prospectus supplement are truthful or complete. Any representation to the contrary is a criminal offense.

 

 


 

The date of this prospectus supplement is June 16, 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): June 14, 2022

 

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-39648

(Commission File Number)

85-2732947 

(IRS Employer

Identification No.)

 

136 Tower Road, Suite 205

Westchester County Airport

White Plains, NY

 (Address of principal executive offices)

 

 

10604

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 554-5990

 

Not Applicable

(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 5.07.          Submission of Matters to a Vote of Security Holders.

 

On June 14, 2022, Sky Harbour Group Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on two proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 29, 2022.

 

The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

 

Proposal 1 (Election of Directors) — The Company’s stockholders elected the following seven persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2023, or until his or her respective successor is duly elected and qualified. The following table sets forth the voting results for each director nominee:

 

Director Nominee

 

For

 

Against

 

Withheld

 

Broker Non-Votes

Tal Keinan

 

40,197,786

 

42,403

 

418,713

 

339,855

Walter Jackson

 

40,643,432

 

13,501

 

1,969

 

339,855

Alethia Nancoo

 

40,643,497

 

13,532

 

1,873

 

339,855

Alex B. Rozek

 

40,239,302

 

989

 

418,611

 

339,855

Lysa Leiponis

 

40,643,644

 

13,385

 

1,873

 

339,855

Nick Wellmon

 

40,235,825

 

13,505

 

409,572

 

339,855

Robert S. Rivkin

 

40,645,126

 

13,545

 

231

 

339,855

 

Proposal 2 (Ratification of EisnerAmper LLP) — The Company’s stockholders approved the proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022. The following table sets forth the voting results for this proposal:

 

For

 

Against

 

Abstentions

40,950,961

 

11,556

 

36,240

 

 

 

 

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.

 

 

             
       

SKY HARBOUR GROUP CORPORATION

       

Dated: June 14, 2022

     

By:

 

/s/ Tal Keinan

           

Tal Keinan

           

Chief Executive Officer

 

 

 
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