Sky Harbour LLC (SHG) signed indication of interest to acquire Yellowstone Acquisition Company (NasdaqCM:YSAC) from Boston Omaha Corporation (NasdaqCM:BOMN) and others in a reverse merger transaction on May 17, 2021. Sky Harbour LLC (SHG) entered into a business combination agreement to acquire Yellowstone Acquisition Company (NasdaqCM:YSAC) from Boston Omaha Corporation (NasdaqCM:BOMN) and others in a reverse merger transaction on August 1, 2021. The combined company will have an implied pro forma equity market value of approximately $777 million at closing. Upon closing of the business combination, SHG will become a publicly traded company, and it is expected that its common stock will be listed on the NASDAQ exchange. All SHG equity holders are retaining 100% of their equity in the combined company. Assuming no redemptions by Yellowstone's existing public stockholders, SHG's existing shareholders will hold approximately 58% percent of the issued and outstanding shares of common stock immediately following the closing of the business combination. Boston Omaha, through one of its subsidiaries, has agreed to provide $55 million of financing in support of the transaction, which will be funded prior to the closing of the business combination, assuming SHG successfully raises at least $80 million in a private activity bond offering.

Tal Keinan, Chairman and Chief Executive Officer of SHG, will continue to lead the business post-transaction. The transaction is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of Yellowstone and the receipt by SHG of at least $80 million in a private activity bond financing currently expected to close in September; Yellowstone having at least $5,000,001 in tangible net assets immediately prior to the closing; Yellowstone having no indebtedness in excess of $2.5 million; all applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, have been satisfied; there is available buyer financing of at least $150 million; PubCo remaining listed on Nasdaq and others. The transaction has been unanimously approved by the Yellowstone Board of Directors, as well as the Board of Managers and all equity holders of SHG. On December 23, 2021, Boston Omaha Corporation, through its subsidiary BOC YAC, LLC, has agreed to provide $45 million of PIPE financing in connection with the closing of the business combination, in addition to the $55 million Series B investment that will convert to Class A common stock upon completion of the business combination. In consideration of the investment, Sky has agreed to waive the $150 million minimum financing condition. If Yellowstone does not consummate the business combination and fails to complete an initial business combination by January 25, 2022, Yellowstone Acquisition Company will be required to dissolve and liquidate. The transaction is expected to close in fourth quarter of 2021. As of January 18, 2022, the transaction is expected to close on January 25, 2022.

Mitchell Presser, Rafael Hernandez, Omar Pringle, Aly El Hamamsy, John Owen, Lee Shepard, Amanda Hines Gold, Dave Sturgeon and Tony Carbone of Morrison & Foerster LLP acted as legal advisors to Sky Harbour. Neil Aronson of Gennari Aronson, LLP acted as legal advisor to Yellowstone. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Yellowstone. Morrow Sodali Global LLC acted as information agent to Yellowstone. YSAC will pay that firm a fee of $0.03 million, plus disbursements.