Item 3.01(d) Transfer of Listing
On December 23, 2021,Yellowstone Acquisition Company ("Yellowstone") issued a
press release announcing that Yellowstone's Class A common stock, publicly
traded warrants to purchase Class A common stock, and units (each unit
consisiting of one share of Class A common stock and one-half of one warrant)
are anticipated to commence trading on the New York Stock Exchange on Tuesday,
January 4, 2022, under its current ticker symbols of YSAC, YSACU and YSACW. The
Company's common stock, units and warrants will continue to trade under the same
ticker symbols on the Nasdaq Capital Market of the Nasdaq Stock Market LLC until
the transfer is complete.
Item 7.01 Regulation FD Disclosure
On December 23, 2021,Yellowstone issued a press release announcing that
Yellowstone's Class A common stock, publicly traded warrants to purchase Class A
common stock, and units (each unit consisiting of one share of Class A common
stock and one-half of one warrant) are anticipated to commence trading on the
New York Stock Exchange on Tuesday, January 4, 2022, under its current ticker
symbols of YSAC, YSACU and YSACW. The Company's common stock, units and warrants
will continue to trade under the same ticker symbols on the Nasdaq Capital
Market of the Nasdaq Stock Market LLC until the transfer is complete.
The press release is furnished as Exhibit 99.1 hereto and incorporated into this
Item 7.01 by reference. The information in this Item 7.01, including
Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes
of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events
On December 23, 2021,Yellowstone announced that Yellowstone's Class A common
stock, publicly traded warrants to purchase Class A common stock, and units
(each unit consisiting of one share of Class A common stock and one-half of one
warrant) are anticipated to commence trading on the New York Stock Exchange on
Tuesday, January 4, 2022, under its current ticker symbols of YSAC, YSACU and
YSACW. The Company's common stock, units and warrants will continue to trade
under the same ticker symbols on the Nasdaq Capital Market of the Nasdaq Stock
Market LLC until the transfer is complete.
Additional Information
On August 1, 2021, Yellowstone entered into a business combination agreement
with Sky Harbour LLC ("Sky"), a developer of private aviation infrastructure
focused on building, leasing and managing business aviation hangars by which Sky
would exchange its securities for securities of Yellowstone (the "Business
Combination"). Yellowstone has filed a preliminary proxy statement, as
amended, with the U.S. Securities and Exchange Commission (the "SEC") in
connection with the proposed Business Combination, Yellowstone will mail the
definitive proxy statement and other relevant documents to its stockholders.
This communication does not contain all the information that should be
considered concerning the Business Combination. It is not intended to provide
the basis for any investment decision or any other decision in respect to the
proposed Business Combination. Yellowstone's stockholders and other interested
persons are advised to read, when available, the preliminary proxy statement,
any amendments thereto, and the definitive proxy statement in connection with
Yellowstone's solicitation of proxies for the special meeting to be held to
approve the Business Combination as these materials will contain important
information about Sky and Yellowstone and the proposed the Business Combination.
The definitive proxy statement will be mailed to the stockholders of Yellowstone
as of a record date to be established for voting on the Business Combination.
Such stockholders will also be able to obtain copies of the proxy statement,
without charge, once available, at the SEC's website at http://www.sec.gov.
Participants in the Solicitation
Yellowstone, Sponsor and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Yellowstone's stockholders in
connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests in the
Business Combination of Yellowstone's directors and officers in Yellowstone's
filings with the SEC, including Yellowstone's Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, which was filed with the SEC on March 12,
2021, as amended on May 24, 2021 and such information and names of Sky's
directors and executive officers which appears in the preliminary proxy
statement and which will also be in the definitive proxy statement of
Yellowstone for the Business Combination. Stockholders can obtain copies of
Yellowstone's filings with the SEC, without charge, at the SEC's website at
www.sec.gov.
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Sky and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from Yellowstone's stockholders in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the Business
Combination will be included in the proxy statement for the Business Combination
when available.
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act
that are not historical facts and involve risks and uncertainties that could
cause actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact contained in this
communication including, without limitation, statements regarding Yellowstone's
or Sky's financial position, business strategy and the plans and objectives of
management for future operations; anticipated financial impacts of the Business
Combination; the satisfaction of the closing conditions to the Business
Combination; and the timing of the completion of the Business Combination, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Yellowstone's and Sky's control and
are difficult to predict. Factors that may cause such differences include, but
are not limited to: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Equity Purchase
Agreement or could otherwise cause the Business Combination to fail to close;
(ii) the outcome of any legal proceedings that may be instituted against
Yellowstone and Sky following the execution of the Equity Purchase Agreement and
the Business Combination; (iii) any inability to complete the Business
Combination, including due to failure to obtain approval of the stockholders of
Yellowstone or other conditions to closing in the Equity Purchase Agreement;
(iv) the inability to maintain the listing of the shares of common stock of the
post-acquisition company on The New York Stock Exchange following the Business
Combination; (v) the risk that the Business Combination disrupts current plans
and operations as a result of the announcement and consummation of the Business
Combination; (vi) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably and
retain its key employees; (vii) costs related to the Business Combination;
(viii) changes in applicable laws or regulations; (ix) the possibility that Sky
or the combined company may be adversely affected by other economic, business,
and/or competitive factors; and (x) other risks and uncertainties indicated in
the proxy statement, including those under the section entitled "Risk Factors",
and in Yellowstone's other filings with the SEC.
Yellowstone cautions that the foregoing list of factors is not exclusive.
Yellowstone cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. For
information identifying important factors that could cause actual results to
differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of Yellowstone's Annual Report on Form
10-K filed with the SEC. Yellowstone's securities filings can be accessed on the
EDGAR section of the SEC's website at www.sec.gov. Except as expressly required
by applicable securities law, Yellowstone disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
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