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) December 13, 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.

BDL Ground Lease

On December 13, 2023, Sky Harbour Group Corporation (the “Company”), through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “BDL Lease”) at Bradley International Airport (“BDL”) with the Connecticut Airport Authority (“CAA”). The BDL Lease covers a parcel containing approximately 8 acres of land at BDL. The initial term of the BDL Lease will be 30 years from the earlier of the date of completion of construction or June 30, 2026, with lease payments commencing contemporaneously with the term. The BDL Lease contains options exercisable by the Company to extend the BDL Lease an additional 20 years following the expiration of the initial term. The BDL Lease contains customary milestones by which the Company must submit site design plans and financing plans. Under the terms of the BDL Lease, the Company is required to make minimum capital improvements of $30 million and commence construction no later than October 15, 2025.

BDL is owned and operated by the CAA and is located in Windsor Locks, CT, situated in between Hartford, CT and Springfield, MA.

POU Ground Lease

On December 13, 2023, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement at Hudson Valley Regional Airport (“POU”) with the County of Dutchess, New York (the “POU Lease”). The POU Lease covers two parcels containing approximately 7 acres of land at POU. The initial term of the POU Lease will be 15 years from the of completion of construction, with lease payments commencing upon the earlier of completion of construction or December 2025. The POU Lease contains language permitting the Company to extend the POU Lease an additional 25 years at any point following the execution of the POU Lease, subject to Dutchess County legislative approval. The Company intends to seek the 25-year extension in the first half of 2024. The POU Lease contains a customary due diligence period in which the Company holds the right to terminate the POU Lease within 270 days of its execution, as well as customary deadlines by which the Company must submit site design plans and commence construction.

POU is owned by the County of Dutchess, NY, and is located in the town of Wappinger, NY.

Item 7.01. Regulation FD Disclosure.

On December 18, 2023, the Company issued a press release (the “Press Release”) which announced its execution of the BDL Lease and the POU Lease. The Press Release also included an update with respect to certain of the Company's construction activities, including updated estimates of construction costs and timelines. 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.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the occurrence and timing of the POU Lease extension. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and its other filings with the SEC.

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 December 18, 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: December 18, 2023

	SKY HARBOUR GROUP CORPORATION

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

Exhibit 99.1

Sky Harbour Announces Two New Developments Aimed at Serving the New York and Connecticut Business Aviation Markets and Provides an Update on Construction Activities

West Harrison, New York — December 18^th, 2023 — The Connecticut Airport Authority, Duchess County (NY), and Sky Harbour Group Corporation (NYSE: SKYH, SKYH WS) (“Sky Harbour”, “SHG”, or “the Company”) today announced the execution of two ground leases for the development of Sky Harbour Home Base campuses at Bradley International Airport (BDL) and at Hudson Valley Regional Airport (POU). Both new campuses will address the large and growing hangar deficit impacting the New York metro area, the #1 business aviation market in the world. Additionally, the Company is updating certain of its estimates and completion schedule pertaining to two active construction projects.

New Ground Leases

The new Sky Harbour campuses will be developed on approximately 8 acres at BDL and 7 acres at POU. Both will be a catalyst to create hundreds of local jobs and generate significant economic benefits to their local communities. These campuses will offer “the best home base in business aviation” to house some of the New York and Connecticut 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.”

Connecticut Airport Authority Executive Director Kevin A. Dillon, A.A.E., said, “As we diversify our partner portfolio and bolster aviation activity at Bradley International Airport, we are pleased to have partnered with Sky Harbour Group to drive further growth at the airport. Their multi-million-dollar private investment will benefit our region for years to come, by creating jobs and making our airport even more attractive to the corporate and private aviation market.”

Dutchess County Executive William F.X. O’Neil said, “Sky Harbour brings unique and differentiated benefits to our county, the Hudson Valley Region, and New York State. 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 our Hudson Valley Regional Airport’s value to our community and to the business aviation community.”

Tal Keinan, Sky Harbour’s Chairman and Chief Executive Officer, commented, “Bradley International Airport and Hudson Valley Regional are among the best-managed airports in the United States, and serve the country’s top business aviation market. Sky Harbour is honored to be joining the BDL and POU community and is committed to maximizing the long-term benefits of a Sky Harbour campus to Connecticut, Dutchess County, and the New York metro area.”

The Bradley International Airport and Hudson Valley Regional Airport developments join 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 under construction at Denver Centennial Airport (APA), Phoenix Deer Valley Airport (DVT), Dallas Addison Airport (ADS), and Chicago Executive Airport (PWK); and additional campuses soon to be announced.

Update on Construction Activities

Sky Harbour campuses are constructed in accordance with the Sky Harbour SH16C Prototype hangar design, which is subjected to constant refinement and improvement processes. In consultation with the company’s structural engineers and an independent peer review, Sky Harbour will be fortifying certain structural elements in the SH16C prototype in order to enhance stability, safety, and standardization to accommodate and exceed the nation’s highest wind, snow and seismic load requirements. As Sky Harbour’s Denver (APA) and Phoenix (DVT) campuses have already gone vertical, both will be retrofitted with additional Pre-Engineered Metal Building (PEMB) components in order to achieve the same structural effect. The cost of this retrofit is projected to be approximately $3.2 million at DVT and $2.0 million at APA. The additional work is expected to extend the completion date at DVT from March 2024 to June 2024, and at APA from June 2024 to August 2024. As vertical construction at Sky Harbour’s Dallas (ADS) campus has not yet begun, the company anticipates significantly lower budget impact at that campus, albeit a similar schedule delay. All subsequent campuses, including Chicago (PWK), Hudson Valley (POU), Bradley (BDL), Miami (OPF) phase 2, Phoenix (DVT) phase 2, and Denver (APA) phase 2, will be planned and constructed in accordance with the enhanced SH16C and (future) SH34 designs. Completed campuses, at Houston (SGR), Nashville (BNA) and Miami (OPF) employed an earlier and different prototype designs and do not need retrofitting.

In Q1 2024, the Company intends to contribute in cash the amount necessary to mitigate the increased costs associated with these modifications from unrestricted funds on hand at the corporate level into Sky Harbour Capital and the Obligated Group’s construction fund. As in the past, the Company will protect and support the funding sufficiency of the 2021 Sky Harbour Capital LLC Aviation Facilities Project as amended.

About Bradley International Airport

Bradley International Airport (BDL) is New England’s second-largest airport. Recognized nationally by leading travel publications for its ease of travel, Bradley International Airport is ready to welcome passengers with new nonstops and expanded services. The award-winning airport is operated by the Connecticut Airport Authority, and its operations are entirely self-funded. The airport contributes nearly $3.6 billion to the regional economy. For more info, visit www.bradleyairport.com.

About Connecticut Airport Authority

The CAA was established in 2011 to develop, improve, and operate Bradley International Airport and the state’s five general aviation airports (Danielson, Groton-New London, Hartford-Brainard, Waterbury-Oxford, and Windham). The CAA Board consists of 11 members with a broad spectrum of experience in aviation-related and other industries, as well as government. The goal of the CAA is to make Connecticut’s airports more attractive to new airlines, bring in new routes, and support Connecticut’s overall economic development and growth strategy. For more info, visit https://ctairports.org/about/caa-ten-year-anniversary/.

About Hudson Valley Regional Airport

Hudson Valley Regional Airport is a Part 139 Certified Airport with an FAA staffed and operated control tower and nearly 70,000 annual operations. The airport includes a two-megawatt solar array and an Aviation Science Center with a state-of-the-art hangar operated by Dutchess Community College under the State University of New York (SUNY). The site offers a pilot, aviation management, airframe and powerplant technician, and aviation maintenance technician program. The Aviation Science Center was the first pipelines-to-jobs project under the County’s economic development strategy to create career ready pathways for its youth and a skilled workforce for the aviation industry. https://www.dutchessny.gov/Departments/Airport/airport.htm

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, benefits of the new ground leases, expectations regarding construction costs and timing 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. 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

Connecticut Airport Authority: media@ctairports.org

Hudson Valley Regional Airport: rhicks@dutchessny.gov

Sky Harbour Airport Relations: nszymczak@skyharbour.group

Sky Harbour Resident Relations: asigourney@skyharbour.group

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

Document And Entity Information	Dec. 13, 2023
Document Information [Line Items]
Entity, Registrant Name	Sky Harbour Group Corporation
Document, Type	8-K
Document, Period End Date	Dec. 13, 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