Sky Harbour LLC, a Developer of Personal Aviation Infrastructure, to Develop into a Public Enterprise By way of a Combination with Yellowstone Acquisition Firm

WEST HARRISON, N.Y.–(Organization WIRE)–Sky Harbour LLC (“SHG”), a developer of non-public aviation infrastructure concentrated on setting up, leasing and controlling business aviation hangars, now introduced it has entered into a organization mixture arrangement with Yellowstone Acquisition Business (NASDAQ: YSAC, YSACU and YSACW) (“Yellowstone”), a publicly traded unique objective acquisition organization sponsored by Boston Omaha Corporation (NASDAQ:BOMN) (“Boston Omaha”). On closing of the organization mixture, SHG will turn into a publicly traded organization, and it is predicted that its popular stock will be listed on the NASDAQ exchange. Tal Keinan, Chairman and Main Govt Officer of SHG, will proceed to lead the business article-transaction. The mixed company will have an implied pro forma fairness current market value of approximately $777 million at closing.

Sky Harbour addresses the normal and pervasive deficit in business enterprise aviation hangar infrastructure across much of the United States. The enterprise develops campuses of company aviation hangars, leases them to corporate, personal and governing administration flight departments on a lengthy-expression basis, and manages the campuses, offering crucial solutions to its tenants.

Boston Omaha, by means of one particular of its subsidiaries, has agreed to deliver $55 million of funding in aid of the transaction, which will be funded prior to the closing of the company mixture, assuming SHG efficiently raises at least $80 million in a personal activity bond giving. This additional equity expense will originally be directly into SHG, and on the successful consummation of the organization mix will transform into 5,500,000 shares of the post-mix public company’s Class A prevalent inventory, at a cost of $10 for every share. In the celebration the company blend is not consummated, Boston Omaha’s investment decision will continue to be as Sequence B Preferred models of SHG. In addition, the events will find to increase further funding to support the business mix by a personal placement investment decision (“PIPE”) to be consummated at the closing of the transaction of $100 million. In addition to the $138 million raised in Yellowstone’s first public providing and held in trust and the $55 million funding, Boston Omaha has agreed to supply to SHG a backstop valued at up to an additional $45 million by the purchase of supplemental shares of Yellowstone Course A common inventory at a price of $10 for each share if essential to meet the minimum financial investment problem of $150 million in funds and securities to SHG at the closing.

“Sky Harbour is happy to be entering into this partnership with Yellowstone and the Boston Omaha group to capitalize on the strategic progress the company has produced in the final twelve months. Adam Peterson’s and Alex Rozek’s expertise in the infrastructure place, collectively with the funding delivered by this transaction, will help the corporation to meet the demand from customers for its giving across the place and realize its progress objectives,” reported Mr. Keinan, SHG’s CEO.

“Boston Omaha’s biggest business interests align at the rear of constructing American infrastructure. We are captivated to the exceedingly significant limitations to entry for extra, valuable hangar offer at vital airports, all while staying financed in an advantaged minimal-price way. We believe that Tal has crafted a greatest-in-class fiscal and operational workforce, generating sizeable strategic value in the time we have known them. The crew has refined a competitive organization model that can scale and we are enthusiastic to partner with Sky Harbour,” explained Adam Peterson and Alex Rozek, Co-Chairpersons and Co-CEOs of Boston Omaha and Yellowstone.

Business enterprise Mix Transaction Overview

Pursuant to the transaction, Yellowstone, which currently holds somewhere around $138 million in funds in have faith in, will incorporate with SHG at an approximated $777 million pro forma fairness marketplace price. Assuming no redemptions by Yellowstone’s existing general public stockholders, SHG’s existing shareholders will maintain roughly 58% percent of the issued and outstanding shares of typical stock right away subsequent the closing of the organization mix.

The blended business expects to obtain up to $238 million in gross proceeds, assuming no redemptions of Yellowstone’s current general public stockholders. This figure excludes more funds which may perhaps be elevated in the PIPE. All SHG equityholders are retaining 100% of their fairness in the merged business. The hard cash proceeds are anticipated to be made use of to fund the completion of 4 preliminary airport hangar campuses in addition to enlargement at SHG’s area presently in functions.

The transaction has been unanimously permitted by the Yellowstone Board of Directors, as effectively as the Board of Administrators and all equityholders of SHG, and is topic to the fulfillment of customary closing situations, which includes the approval of the shareholders of Yellowstone and the receipt by SHG of at the very least $80 million in a non-public exercise bond financing at present expected to near in September. The combined $100 million financial commitment and motivation to backstop by Boston Omaha was accepted unanimously by the Board of Directors of Boston Omaha.

Further details about the proposed business enterprise blend, such as a duplicate of the fairness acquire arrangement and trader presentation, will be furnished in a Existing Report on Sort 8-K to be submitted by Yellowstone with the Securities and Exchange Commission and out there at www.sec.gov. The trader presentation can also be located on Sky Harbour’s web page at www.skyharbour.group.

SHG is being suggested by Morrison & Foerster LLP and Yellowstone is currently being encouraged by Gennari Aronson, LLP.

About Sky Harbour LLC

Sky Harbour LLC is an aviation infrastructure company building the 1st nationwide community of House-Basing methods for small business plane. The Business develops, leases and manages organization aviation hangars throughout the United States based on its proprietary concentrating on and acquisition design, concentrating on airfields with significant hangar provide and desire imbalances in the major US marketplaces. Sky Harbour hangar campuses attribute unique personal hangars and a entire suite of focused services precisely intended for house-primarily based plane. Rewards of the Sky Harbour Dwelling-Basing product incorporate stability, efficiency of flight and upkeep operations, increased basic safety and finish privacy, all sent in a attractive, thoughtfully designed environment. Sky Harbour LLC is integrated in Delaware and headquartered at Westchester County Airport, New York.

About Yellowstone Acquisition Business

Yellowstone Acquisition Firm is a blank check out company shaped for the intent of effecting a merger, share exchange, asset acquisition, inventory obtain, reorganization or similar business blend with one particular or extra firms. In Oct 2020, Yellowstone Acquisition Company consummated a $136 million initial general public supplying (the “IPO”) of 13,598,898 units (together with the underwriters’ workout of a bulk of its in excess of-allotment alternative), every unit consisting of one particular of the Company’s Class A normal shares and just one-50 % warrant, each individual entire warrant enabling the holder thereof to acquire one particular Course A ordinary share at a value of $11.50 for every share. Yellowstone’s securities are quoted on the Nasdaq stock exchange beneath the ticker symbols YSAC, YSACU and YSACW.

Extra Facts on the Proposed Small business Mixture

Yellowstone intends to file a preliminary proxy assertion with the U.S. Securities and Trade Commission (the “SEC”) in relationship with the proposed company mix, Yellowstone will mail the definitive proxy statement and other related paperwork to its stockholders. This conversation does not consist of all the data that ought to be deemed about the organization mix. It is not supposed to deliver the foundation for any investment conclusion or any other conclusion in respect to the proposed organization blend. Yellowstone’s stockholders and other interested persons are recommended to go through, when accessible, the preliminary proxy statement, any amendments thereto, and the definitive proxy statement in link with Yellowstone’s solicitation of proxies for the distinctive conference to be held to approve the business blend as these materials will contain significant details about SHG and Yellowstone and the proposed the business combination. The definitive proxy assertion will be mailed to the stockholders of Yellowstone as of a document date to be established for voting on the small business mixture. These kinds of stockholders will also be ready to obtain copies of the proxy assertion, without the need of demand, at the time accessible, at the SEC’s website at http://www.sec.gov.

Contributors in the Solicitation

Yellowstone, BOC Yellowstone, LLC (the sponsor of the Yellowstone original public supplying) and their respective directors, government officers, other users of administration, and staff, beneath SEC rules, may perhaps be considered to be contributors in the solicitation of proxies of Yellowstone’s stockholders in link with the small business mixture. Traders and protection holders may perhaps get extra in depth details concerning the names and passions in the business enterprise combination of Yellowstone’s administrators and officers in Yellowstone’s filings with the SEC, which includes Yellowstone’s Once-a-year Report on Kind 10-K for the fiscal yr finished December 31, 2020, which was submitted with the SEC on March 12, 2021, as amended on May perhaps 24, 2021 and these details and names of SHG’s directors and executive officers will also be in the proxy statement of Yellowstone for the business combination. Stockholders can acquire copies of Yellowstone’s filings with the SEC, devoid of charge, at the SEC’s internet site at www.sec.gov.

SHG and its administrators and government officers may well also be deemed to be participants in the solicitation of proxies from Yellowstone’s stockholders in link with the business enterprise mixture. A list of the names of these administrators and govt officers and data concerning their interests in the organization mix will be included in the proxy statement for the small business combination when accessible.

No Provide or Solicitation

This interaction is for informational purposes only and is neither an offer you to acquire, nor a solicitation of an supply to provide, subscribe for or get any securities or the solicitation of any vote in any jurisdiction pursuant to the company combination or usually, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of relevant legislation. No offer of securities shall be produced besides by implies of a prospectus meeting the prerequisites of Portion 10 of the Securities Act of 1933, as amended, and usually in accordance with relevant legislation.

Ahead-Seeking Statements

This communication features “forward-looking statements” inside the indicating of Segment 27A of the Securities Act of 1933 and Area 21E of the Trade Act that are not historical details and include threats and uncertainties that could lead to true outcomes to vary materially from all those envisioned and projected. All statements, other than statements of historical fact contained in this interaction which include, without having limitation, statements pertaining to Yellowstone’s or SHG’s fiscal placement, enterprise tactic and the plans and objectives of administration for foreseeable future functions anticipated fiscal impacts of the business enterprise mixture the satisfaction of the closing problems to the small business blend and the timing of the completion of the business combination, are forward-on the lookout statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variants and related phrases and expressions are supposed to recognize this sort of ahead-on the lookout statements. These ahead-searching statements relate to future situations or foreseeable future functionality, but replicate management’s present-day beliefs, primarily based on facts currently readily available.

These forward-looking statements contain important pitfalls and uncertainties that could cause the real final results to differ materially from the envisioned success. Most of these elements are outside Yellowstone’s and SHG’s regulate and are tough to forecast. Things that may possibly lead to this kind of differences incorporate, but are not constrained to: (i) the prevalence of any function, transform or other instances that could give increase to the termination of the Fairness Acquire Arrangement or could otherwise trigger the business enterprise blend to fall short to shut (ii) the final result of any lawful proceedings that might be instituted from Yellowstone and SHG next the execution of the Equity Obtain Agreement and the company mixture (iii) any lack of ability to complete the business enterprise mix, which includes owing to failure to acquire acceptance of the stockholders of Yellowstone or other conditions to closing in the Fairness Purchase Agreement (iv) the incapacity to preserve the listing of the shares of popular stock of the article-acquisition enterprise on The Nasdaq Inventory Industry next the enterprise mixture (v) the possibility that the company mixture disrupts current plans and functions as a outcome of the announcement and consummation of the organization mixture (vi) the skill to figure out the predicted gains of the small business combination, which may be influenced by, between other items, levels of competition, the means of the combined company to expand and handle expansion profitably and keep its essential personnel (vii) prices relevant to the business enterprise mix (viii) changes in applicable legal guidelines or polices (ix) the chance that SHG or the blended firm may perhaps be adversely impacted by other financial, enterprise, and/or competitive factors (x) the incapacity of SHG to increase at least $80 million in its proposed private exercise bond financing and (xi) other pitfalls and uncertainties indicated in the proxy assertion, like these less than the segment entitled “Risk Factors”, and in Yellowstone’s other filings with the SEC.

Yellowstone cautions that the foregoing listing of elements is not exceptional. Yellowstone cautions viewers not to place undue reliance on any forward-hunting statements, which communicate only as of the date produced. For data figuring out important things that could trigger actual results to differ materially from these anticipated in the forward-looking statements, please refer to the Risk Variables section of Yellowstone’s Annual Report on Variety 10-K submitted with the SEC. Yellowstone’s securities filings can be accessed on the EDGAR area of the SEC’s web-site at www.sec.gov. Except as expressly needed by relevant securities law, Yellowstone disclaims any intention or obligation to update or revise any ahead-looking statements no matter whether as a result of new details, future situations or otherwise.