Filing Summary
Registrant and period: The filing is an October 26, 2020 Form 8-K filed by Yellowstone Acquisition Company, not Sky Harbour Group Corp. It reports events associated with the company’s initial public offering and private placement on October 26, 2020.
Business Context and Transaction
- Yellowstone Acquisition Company was a special purpose acquisition company (SPAC) whose securities traded on Nasdaq under YSACU, YSAC, and YSACW.
- The company completed an initial public offering of 12,500,000 units at $10.00 per unit.
- Each unit included one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant was exercisable at $11.50 per share.
- The sponsor, BOC Yellowstone LLC, purchased 7,500,000 private placement warrants at $1.00 per warrant.
Financial Metrics and Liquidity
- IPO gross proceeds were $125.0 million.
- Private placement gross proceeds were $7.5 million.
- Total proceeds placed in the trust account were $127.5 million, consisting of $122.5 million from the IPO and $5.0 million from the private placement.
- The trust account was maintained at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company serving as trustee.
- The filing does not provide operating revenue, profit, cash flow, margins, debt balances, or comparable-period financial results.
- An audited balance sheet as of October 26, 2020 was filed as Exhibit 99.1.
Changes, Outlook, and Risks
- This filing reports the completion of the SPAC’s IPO and private placement; no prior-period operating comparison is provided.
- The filing does not state a business-combination target, transaction timetable, financial guidance, or operating outlook.
- Material SPAC-related considerations include the intended use of trust-account funds, potential shareholder redemptions, warrant dilution, and the requirement to complete a business combination within the applicable period; the provided text does not specify the deadline or related terms.
- The $4.375 million underwriters’ deferred discount was included in the IPO proceeds placed in the trust account calculation.
Investor Verification Items
- Verify whether this filing is being used as a historical predecessor filing for Sky Harbour Group Corp., because the registrant identified in the document is Yellowstone Acquisition Company.
- Review Exhibit 99.1 for the audited balance sheet, trust-account cash, offering costs, liabilities, and shareholders’ equity.
- Confirm the applicable business-combination deadline and the terms governing trust-account withdrawals and shareholder redemptions.
- Assess potential dilution from the 7,500,000 private placement warrants and the public warrants exercisable at $11.50 per share.