Yellowstone Acquisition Company Announces Additional $45 Million Common Stock PIPE Subscription for Sky Harbour Group Business Combination Bringing Total to $100 Million

Key Facts

• OMAHA, Neb.--()--Yellowstone Acquisition Company (the “Company” or “Yellowstone”) (NASDAQ:YSAC, YSACU, YSACW), a special purpose acquisition company, announced today that 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 potential business combination with Sky Harbour LLC (“Sky”), in addition to the $55 million Series B investment that will convert to Class A common stock upon completion of the business combination.
• The Equity Purchase Agreement the parties entered into on August 1, 2021 required that Boston Omaha provide to Sky a backstop (consisting of securities and/or cash) through the purchase of additional shares of YAC Class A common stock, at a price of $10.00 per share immediately prior to the consummation of the business combination if needed, as described below (the “Back-Stop Financing”) in the event that (i) the amount of cash available in the Trust Account immediately prior to closing after deducting only the amounts payable to holders who have validly redeemed their Class A Common Stock plus (ii) the BOC YAC previous investment of $55 million, and (iii) any additional financing amounts (including through a Subsequent PIPE) actually received prior to or substantially concurrently with the closing is less than $150 million (the “Minimum Available Buyer Financing Amount”), Yellowstone and Sky have agreed that the funding of the BOC PIPE will be in lieu of, and will satisfy, Boston Omaha’s obligation to provide the Backstop Financing.
• Yellowstone’s stockholders and other interested persons are advised to read 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.
• 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 Nasdaq Stock Market 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.

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