SEC Form SC 13D/A filed by Sky Harbour Group Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

SKY HARBOUR GROUP CORPORATION

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

83085C107

(CUSIP Number)

Joshua P. Weisenburger

Boston Omaha Corporation

1601 Dodge Street, Suite 3300

Omaha, Nebraska 68102

(402) 201-2073

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 29, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D 

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2022, as amended and supplemented by Amendment No. 1 to Schedule 13D, filed with the SEC on May 21, 2024 (as so amended and supplemented, the “Schedule 13D”). As further described in Item 4, this Amendment No. 2 is being filed in connection with the sale of shares of Class A Stock by the Reporting Person. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

On May 29, 2024, the Reporting Person sold 246,389 shares of Class A Stock at a price of $10.00 per share pursuant to Rule 144 under the Securities Act of 1933, as amended. As a consequence, the Reporting Person’s beneficial ownership decreased to 20,160,421 shares of Class A Stock (including the 7,719,779 Warrant Shares), representing 62.3% of the outstanding Class A Stock and 27.0% beneficial ownership of the combined voting Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Amendment No. 2, the aggregate number of shares of Issuer’s Class A Stock and percentage of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person, and which the Reporting Person has the sole or shared power to vote or to direct the vote, sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 24,638,948 outstanding shares of Class A Stock of the Issuer as of May 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024, plus the Warrant Shares.

The following also sets forth the combined voting power of the 20,160,421 shares of Class A Stock (including Warrant Shares) beneficially owned by the Reporting Person relative to the Issuer’s total outstanding Common Stock, as to which the Reporting Person has the sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition of, as of the date hereof, based on 24,638,948 shares of Class A Stock and 42,192,250 shares of the Issuer’s Class B Stock issued and outstanding as of as of May 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024, plus the Warrant Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information in Item 4 of this Amendment No. 2 is incorporated by reference into this Item 6.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 31, 2024