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 6, 2024

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

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

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

(212) 554-5990

Registrant’s telephone number, including area code

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

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

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

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

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

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

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

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

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

Emerging growth company ☒

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

EXPLANATORY NOTE

Camarillo Acquisitions

On December 6, 2024 (the “Closing Date”), Sky Harbour Group Corporation (the “Company”), through two wholly-owned subsidiaries of Sky Harbour LLC (“Sky”), completed the acquisition of CloudNine at Camarillo LP (“CloudNine”), a California limited partnership, and Sky 805 LLC (“Sky 805”), California limited liability company in exchange for approximately $31 million in aggregate cash consideration (collectively, the “Camarillo Acquisitions”). As a result of the Camarillo Acquisitions, CMA CloudNine Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Sky, owns a 100% limited partnership interest in CloudNine, and CMA Sky 805 Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Sky, is the sole member of Sky 805.

Substantially all of the cash consideration paid in connection with the Camarillo Acquisitions was utilized to satisfy the pre-existing senior and subordinated debt obligations of CloudNine and Sky 805, which were not legally assumed by the Company. The Company did not assume any other debt in connection with the Camarillo Acquisitions.

CloudNine's principal asset is an approximately 120,000 square foot hangar and office complex at Camarillo Airport (“CMA”) in Camarillo, California, located in the greater Los Angeles metropolitan area. Sky 805 is the holder of related ground leases (the “CMA Leases”) and fixed-based operator rights at CMA. The Company assumed all of CloudNine's and Sky 805's obligations under the CMA Leases in connection with the Camarillo Acquisitions. The CMA Leases pertain to four parcels covering approximately 17 acres of land at CMA and have remaining lease terms of 37 years, with a 10-year option exercisable at the sole discretion of the Company.

Item 7.01. Regulation FD Disclosure.

On December 9, 2024, the Company issued a press release (the “Press Release”) which announced the completion of the Camarillo Acquisitions. A copy of the Press Release is furnished 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, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 “Securities Act”). The information contained in this Item 7.01 and the Press Release shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, 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 benefits of the Camarillo Acquisitions and future operations at CMA. 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, 2023 and its other filings with the SEC.

Item 8.01. Other Events.

The disclosure contained under Explanatory Note of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. In accordance with Item 9.01(a), the financial statements of CloudNine and Sky 805, both individually and in aggregate, are not “significant” and therefore not required to be filed pursuant to Item 3.05(b) of Regulation S-X or Item 3.14(b) of Regulation S-X.

(b) Pro Forma Financial Information. In accordance with Item 9.01(b), the pro forma financial information is not “significant” and therefore not required to be filed pursuant to Article 11 of Regulation S-X.

(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 9, 2024.
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 10, 2023

	SKY HARBOUR GROUP CORPORATION

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

Exhibit 99.1

Sky Harbour Group Announces Hangar Campus Acquisition at Camarillo Airport, Serving Greater Los Angeles

WEST HARRISON, N.Y.--(BUSINESS WIRE)--The Sky Harbour Group Corporation (NYSE American: SKYH, SKYH WS) (“SHG” or the “Company”), an aviation infrastructure company building the first nationwide network of Home-Basing hangar campuses for business aircraft, announced that it has completed the acquisition of CloudNine at Camarillo (“CloudNine”) , an approximately 120,000 square foot hangar and office complex, and Sky 805, the holder of related ground leases and fixed-based operator rights at Camarillo Airport (CMA), serving the greater Los Angeles metropolitan area.

Under the terms of the acquisition, SHG paid approximately $31 million in cash consideration, substantially all of which was utilized to satisfy existing senior and subordinated debt obligations of CloudNine and Sky 805 at an aggregate discount of 10% to such debt’s face value.

The rebranded CloudNine will operate as a Sky Harbour Home–Basing campus while Sky 805 will continue operating the Channel Islands Aviation FBO and related businesses. Operations will be led by Nick Martino, the current general manager.

The Camarillo Airport campus joins Sky Harbour campuses now operating at Houston’s Sugar Land Regional Airport (SGR), Nashville International Airport (BNA), Miami Opa-Locka Executive Airport (OPF), and San Jose Mineta Airport (SJC); campuses in development at Denver Centennial Airport (APA), Phoenix Deer Valley Airport (DVT), Dallas’s Addison Airport (ADS), Chicago Executive Airport (PWK), Bradley International Airport (BDL), Stewart International Airport (SWF), Hudson Valley Regional Airport (POU), Orlando Executive Airport (ORL), Dulles International Airport (IAD), and Salt Lake City International Airport (SLC) ; and additional campuses soon to be announced.

Tal Keinan, Sky Harbour’s Chairman and Chief Executive Officer, commented, “Camarillo represents a rare alignment of the stars for Sky Harbour. The Los Angeles Metro is one of the nation’s top business aviation markets. More specifically, Camarillo Airport is positioned on the vital business aviation expansion corridor between Calabasas and Montecito, which we believe is set to benefit from a readily foreseeable long-term surge in Home Basing demand. The hangars, and the campus itself, were designed and built to the Sky Harbour standard, providing a rare opportunity to implement Sky Harbour’s Home-Base service offering at an already-existing facility, acquired at below-replacement cost. Nick Martino and his team are seasoned local operators, and a natural fit with Sky Harbour’s culture that will broaden our regional leadership bench. In the short term, the CMA acquisition is expected to offer an accelerated path to cash flow in an attractive home-basing market, an accelerated path to positive consolidated operating cash flow for Sky Harbour in general, and a welcome enhancement for Sky Harbour’s Airport Operations team. In the long term, CMA offers a compelling on-airport expansion opportunity and will serve as Sky Harbour’s beachhead in this growing national tier-1 market.”

Francisco X Gonzalez, Sky Harbour’s Chief Financial Officer, added, “Given its attractive acquisition price, and an already established initial revenue stream from high-quality tenants, this acquisition is expected to be immediately operating-cash and earnings- accretive to Sky Harbour on a consolidated basis, with significant upside potential in the coming months and years. The acquisition, particularly at this stage of our company’s development, is also expected to be credit accretive. Improved cost of debt capital contributes directly to our equity value as we prepare for anticipated continued expansion of our development program in 2025.”

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 business aviation hangars across the United States. Sky Harbour’s Home-Basing offering provides 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.

About Camarillo Airport

Camarillo (CMA) is a general and executive aviation airport serving the northwest Los Angeles metropolitan area. CMA handles a significant volume of corporate, charter, and private aircraft. Located 55 miles northwest of Downtown Los Angeles, it offers convenient access to L.A. for business travelers. With its range of services and facilities tailored to business aviation, CMA serves as a gateway for companies driving growth across the region.

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 expectations regarding future operations at SHG and its subsidiaries. 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 the Company as applicable and are inherently subject to uncertainties and changes in circumstances. 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. For more information about risks facing the Company, see the Company’s annual report on Form 10-K for the year ended December 31, 2023 and other filings the Company makes with the SEC from time to time. The Company’s statements herein speak only as of the date hereof, and the Company 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

Sky Harbour Airport Relations: estolpman@skyharbour.group
Sky Harbour Resident Relations: asigourney@skyharbour.group
Sky Harbour Investor Relations: investors@skyharbour.group Attn: Francisco Gonzalez

Document And Entity Information	Dec. 06, 2024
Document Information [Line Items]
Entity, Registrant Name	Sky Harbour Group Corporation
Document, Type	8-K
Document, Period End Date	Dec. 06, 2024
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	NYSE
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	NYSE