Sky Harbour Group Corp-美国存托凭证招股说明书（2026年2月4日版）

SKY HARBOUR GROUP CORPORATION40,000 SHARES OF CLASS A COMMON STOCK We are issuing 40,000 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), in aregistered direct offering to YA II PN, Ltd., a Cayman Islands exempt limited company, or its registered assigns (“Yorkville”),pursuant to this prospectus supplement and the accompanying prospectus. The shares are being issued in connection with and Our Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “SKYH.” On February 2,2026, the last reported sale price on NYSE of our Class A Common Stock was $9.28 per share. Investing in our Class A Common Stock involves significant risks. Please read the information contained in orincorporated by reference under the heading“Risk Factors”beginning on page S-4 of this prospectus supplement and otherreports incorporated by reference into this prospectus supplement and the accompanying prospectus, for a discussion of the Neither the Securities and Exchange Commission (the“SEC”) nor any state securities commission or other regulatorybody has approved or disapproved of our Class A Common Stock, or determined if this prospectus supplement or theaccompanying prospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense. The shares of Class A Common Stock are being offered directly to Yorkville without a placement agent, underwriter, broker ordealer. We will not receive any cash proceeds from this offering. We will bear all costs, expenses and fees in connection with the We expect to deliver the shares of our Class A Common Stock to Yorkville on or about February 3, 2026. The date of this prospectus supplement is February 3, 2026. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the SEC using a “shelf” registration process and consistsof two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of our Class A CommonStock offered hereby. The second part is the accompanying prospectus dated April 10, 2024 included in the registration statementon Form S-3 (333-278275), which gives more general information, some of which may not apply to the offering of our Class ACommon Stock offered hereby. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. Thisprospectus supplement may add to, update or change information in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement or the accompanying prospectus. By using a shelf registration statement, we mayfrom time to time offer and sell any securities or combination of the securities described in the accompanying prospectus. Ifinformation in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by We have not authorized anyone to provide you any information other than that contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to whichwe have referred you. We do not take any responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. You should assume that the information appearing in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of We are offering to sell, and seeking offers to buy, the securities described in this prospectus supplement only in jurisdictionswhere offers and sales are permitted. The distribution of this prospectus supplement, the accompanying prospectus and any freewriting prospectuses we have authorized for use in connection with this offering and the offering of the securities in certainjurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement,the accompanying prospectus and any free writing prospectuses we have authorized for use in connection with this offering mustinform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solelyfor the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties tosuch agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, Unless the context indicates otherwise, references in this prospectus supplement to the terms the “Company,” “SHGCorporation,” “Registrant,” “we,” “us” an