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 campuses for
business aircraft, today announced the successful second closing of
a private equity placement (the “Second Closing Financing”) with an
investment vehicle managed by Altai Capital pursuant to the
Securities Purchase Agreement executed on November 1, 2023 (the
“Purchase Agreement”). The Second Closing Financing consisted of
2,307,692 shares of Class A Common Stock (the “Additional PIPE
Shares”) and warrants1 to purchase up to 400,000 shares of Class
Common Stock (the “Additional PIPE Warrants” and, together with the
Additional PIPE Shares, the “Additional PIPE Securities”) for an
aggregate purchase price of $15,000,000. On a per share basis, the
purchase price is equivalent to approximately $6.50 per share of
Class A Common Stock and associated warrant coverage. Together with
the first closing which occurred on November 2, 2023 (the “Initial
Closing Date”) the aggregate PIPE Financing totaled
$57,810,000.
The additional investment by Altai Capital Falcon LP (“Altai
Falcon”) includes participations from accredited investors that
included a fund managed by Altai Capital itself; Bess Ventures
& Advisory, the family office of Lane Bess (former CEO of Palo
Alto Networks, former COO of Zscaler and current CEO of Deep
Instinct); Raga Partners, a New York-based private investment firm;
and the founding partners of investment firm 8VC. The closing of
the Second Closing Financing occurred today in New York, NY.
Lane Bess commented: “I came to know Sky Harbour as a resident.
There is simply no offering like it in business aviation - period.
I have never gotten more utility out of my aircraft. Great product.
Outstanding team. I am very happy to be boarding this rocket ship
and excited to help the company reach new heights.”
Tal Keinan, Sky Harbour CEO, commented: “We are gratified at the
growing recognition of Sky Harbour’s unique model among
sophisticated aircraft operators, and eager to get to work with our
new partners as we steepen Sky Harbour’s climb.”
Altai Capital’s founder, Rishi Bajaj commented: “We expect that
the completion of this equity financing will give Sky Harbour
access to over $200 million of additional debt capital, enabling
the Company to fully build out twelve total airfields totaling over
2.4 million square feet of rentable hangar space. Altai Capital and
our partners look forward to supporting Sky Harbour as it completes
a nationwide network of home-basing solutions for the domestic
private aviation industry.”
The Purchase Agreement includes certain covenants, including a
limitation on the Company’s use of the net proceeds from the
Financing and certain customary standstill restrictions for a
period of 90 days. In addition, the Investors entered into a
six-month customary lock-up agreement beginning on the Initial
Closing Date. The composition of the board of directors and
corporate governance of the Company will remain unchanged.
The Additional PIPE Securities were offered and sold in
transactions exempt from registration under the Securities Act of
1933, as amended (the “Securities Act”), in reliance on Section
4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of
the investors represented that it was an “accredited investor,” as
defined in Regulation D, and acquired the Additional PIPE
Securities for investment only and not with a view towards, or for
resale in connection with, the public sale or distribution thereof.
The Additional PIPE Securities have not been registered under the
Securities Act and such Additional PIPE Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the Securities Act and any
applicable state securities laws.
Morrison & Foerster acted as legal advisor to the Company
and Schulte Roth + Zabel LLP to Altai Capital.
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.
About Altai Capital
Altai Capital is a technology-focused investment firm founded in
2009 by Rishi Bajaj. Altai Capital makes long-term investments
across a diverse range of financial instruments, including debt,
private equity, venture capital, and publicly traded securities. To
learn more, visit www.altai.com.
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 and prospects of 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; risk that the COVID-19
pandemic, and local, state, and federal responses to addressing the
pandemic may have an adverse effect on SHG’s business operations,
as well as SHG’s financial condition and results of operations.
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.
___________________
1 The PIPE Warrants are governed by the
Warrant Agreement, dated as of October 21, 2020, by and between the
Company and Continental Stock Transfer and Trust Company, and,
following Securities Act registration and Lock-up Agreement
expiration, are expected to trade under the ticker SKYH WS with the
Company’s existing warrants. The PIPE Warrants are exercisable at
an exercise price of $11.50 per share, subject to adjustment as set
forth therein, and will expire on January 25, 2027. For further
information regarding the terms of the PIPE Warrants, see the
section entitled “Warrants” in Exhibit 4.4 (Description of
Securities) to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, filed with the Securities and
Exchange Commission (the “SEC”) on March 24, 2023.
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version on businesswire.com: https://www.businesswire.com/news/home/20231129917417/en/
SKYH Investor Relations: investors@skyharbour.group Attn:
Francisco X. Gonzalez, CFO
Sky Harbour (AMEX:SKYH)
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