Volato Group Faces Delisting Concerns

TL;DR

Volato Group might get kicked off the exchange. Big trouble.

AI Summary

Volato Group, Inc. filed an 8-K on June 21, 2024, to report a notice of delisting or failure to satisfy continued listing rules. The company, previously PROOF Acquisition Corp I, is incorporated in Delaware and operates in air transportation. The filing indicates potential issues with maintaining its stock exchange listing.

Why It Matters

This filing signals potential financial distress or non-compliance with exchange rules, which could lead to significant stock price volatility and reduced investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting directly threatens the company's ability to trade publicly, creating significant uncertainty and risk.

Key Players & Entities

• Volato Group, Inc. (company) — Registrant
• PROOF Acquisition Corp I (company) — Former company name
• June 21, 2024 (date) — Filing date and earliest event date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $11.50 — A common stock at an exercise price of $11.50 SOAR.WS NYSE American LLC Indicate by
• $2.0 million — o have stockholders' equity of at least $2.0 million if it has reported losses from continui
• $4.0 million — o have stockholders' equity of at least $4.0 million if it has reported losses from continui

Filing Documents

• soar-20240621.htm (8-K) — 33KB
• volatocontinuedlistingstan.htm (EX-99.1) — 9KB
• 0001628280-24-029308.txt ( ) — 210KB
• soar-20240621.xsd (EX-101.SCH) — 2KB
• soar-20240621_def.xml (EX-101.DEF) — 16KB
• soar-20240621_lab.xml (EX-101.LAB) — 28KB
• soar-20240621_pre.xml (EX-101.PRE) — 16KB
• soar-20240621_htm.xml (XML) — 4KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 18, 2024, Volato Group., Inc, (the "Company") received a notice (the "notice") from the NYSE American LLC (the "NYSE American") advising the Company that it is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the "Company Guide") requiring a company to have stockholders' equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years and Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders' equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company must submit a plan (the "Plan") by July 18, 2024 to the NYSE American outlining actions it has taken or will take to regain compliance with the continued listing standards by December 18, 2024. If the Plan is not permitted or the Plan is not accepted, delisting proceedings will commence. The notice has no immediate impact on the listings of the Company's shares of common stock and warrants on the NYSE American. The Company's common stock and warrants will continue to be listed and traded on the NYSE American under the tickers "SOAR" and "SOAR WS," respectively, during the six-month period allotted for the Company to regain compliance, subject to the Company's compliance with the other continued listing standards of the NYSE American. The notice does not affect the Company's ongoing business operations or its reporting requirements with the United States Securities and Exchange Commission (the "SEC"). The Company is committed to regaining compliance with the NYSE American's continued listing standards but cannot guarantee that it will regain compliance within the allotted period of time.

01 Other Events

Item 8.01 Other Events. On June 21, 2024, in accordance with the NYSE American's procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated June 21, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements The Company cautions you that this Current Report on Form 8-K contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. Forward-looking statements provide management or the board of directors' current expectations or predictions of future conditions, events, or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements regarding a period to comply with the Plan and applicable NYSE American continued listing standards, and actions of the Company and/or the NYSE American to be taken with respect to matters discussed in the notice. All forward-looking statements speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company's control, that are described in the Company's periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2023, and other factors that the Company may describe from time

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 21, 2024 Volato Group, Inc. By: /s/ Mark Heinen Name: Mark Heinen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR