U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-A

 


 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

 


 

SKY HARBOUR GROUP CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

85-2732947

(State or other jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

   

136 Tower Road, Hangar M, Suite 205

White Plains, NY

10604

(Address of Principal Executive Offices)

(Zip Code)

 

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

 

Title of Each Class
to be Registered

Name of Each Exchange on Which

Each Class is to be Registered

   

Class A Common Stock, par value $0.0001 per share

NYSE American LLC

Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

NYSE American LLC

 


 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement file number to which this form relates:

333-249035

 

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

 

N/A

(Title of Class)

 

 

 

 

Item 1.         Description of Registrants Securities to be Registered.

 

This registration statement on Form 8-A is being filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the transfer of the listing of the shares of Class A common stock of Sky Harbour Group Corporation, par value $0.0001 per share (the “Class A Common Stock”), and warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (the “Warrants”), from the New York Stock Exchange to the NYSE American LLC (the “NYSE American”), in connection with the business combination between Sky Harbour Group Corporation (f/k/a Yellowstone Acquisition Company), a Delaware corporation, and Sky Harbour LLC. The transfer of listing is to occur at the opening of trading on January 26, 2022. The description of the Warrants and Class A Common Stock under the caption “Description of SHG Corporation Securities” in Sky Harbour Group Corporation’s (f/k/a Yellowstone Acquisition Company) definitive proxy statement filed with the SEC on January 7, 2022, including exhibits, as amended from time to time (including any subsequent amendments with respect to the description of the Warrants and the Class A Common Stock), is incorporated by reference herein.

 

Item 2.         Exhibits.

 

Pursuant to the instructions as to exhibits for Form 8-A, no exhibits are required to be filed because no other securities of the registrant are registered with the NYSE American and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  SKY HARBOUR GROUP CORPORATION
   

Date: January 25, 2022

By:

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