ITEM 7.01 REGULATION FD DISCLOSURE
On September 25, 2020, Boston Omaha Corporation filed a Registration Statement
on Form S-1 with the Securities and Exchange Commission for a proposed initial
public offering of units of a special purpose acquisition company ("SPAC")
named "Yellowstone Acquisition Company" ("Yellowstone").
? BOC Yellowstone LLC, a wholly-owned subsidiary of Boston Omaha, shall serve as
the sponsor of Yellowstone and shall own the shares of common stock and
warrants purchased by BOC Yellowstone LLC as sponsor in the potential public
? No officer or director of Boston Omaha shall receive any equity issued to the
? Yellowstone has not selected any potential business combination target.
Yellowstone is seeking to raise $200,000,000 in the proposed public offering
through the sale of units consisting of common stock and warrants to purchase
common stock. Yellowstone also expects to grant the underwriter an option to
purchase up to an additional 15% of the units in the proposed public offering.
Under the terms of the proposed public offering, Boston Omaha, though its
subsidiary acting as sponsor of the SPAC, would own approximately 20% of the
issued and outstanding common stock and units sold in the offering.
The purpose of the offering is to pursue a business combination in an industry
other than the three industries in which Boston Omaha currently owns and
operates businesses: outdoor advertising, surety insurance and broadband
Boston Omaha is seeking to proceed with a SPAC public offering for the following
? Boston Omaha intends to use its existing capital for the three traditional
business lines Boston Omaha currently operates in outdoor advertising, surety
insurance and fiber-to-the-home broadband services as well as other future
potential acquisitions and investments. By teaming with other investors in
the potential SPAC offering, the sponsor would be able to pursue business
combinations with larger companies than Boston Omaha could pursue currently on
a stand-alone basis.
? There are many owner-operated businesses interested in minority owners for
growth capital. Boston Omaha has invested in a number of these types of
businesses. However, Boston Omaha's ability to acquire a significant equity
stake in a larger business through a business combination is limited by the
Investment Company Act of 1940, which requires a company which holds more than
40% of its assets in minority investments in other businesses to register
under the Investment Company Act. This requirement prevents Boston Omaha on a
stand-alone basis from consummating larger deals in which it would own a
minority interest in a business, thus currently preventing or otherwise
significantly limiting its ability to engage in larger business combinations.
? Acquiring a large percentage of equity in certain businesses, such as
regulated financial institutions, would require Boston Omaha to comply with
very burdensome and expensive regulations which would both limit its overall
business operations due to capital and other financial testing covenants and
adversely impact its ability to acquire other businesses which would not
otherwise be subject to these regulations.
A registration statement on Form S-1 relating to the securities being sold in
the SPAC and accompanying preliminary prospectus relating to the offering are
available on the SEC website at www.sec.gov. This filing shall not constitute an
offer to sell or a solicitation of an offer to buy any securities of Yellowstone
nor shall there be any sale of securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
The information in this Item 7.01 of this Current Report on Form 8-K shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, or incorporated by reference in any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except as shall be expressly set
forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. None
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