Volato Group Completes 01 Energy Acquisition

Ticker: SOARW · Form: 8-K · Filed: Aug 16, 2024 · CIK: 1853070

Volato Group, Inc. 8-K Filing Summary
FieldDetail
CompanyVolato Group, Inc. (SOARW)
Form Type8-K
Filed DateAug 16, 2024
Risk Levelmedium
Pages3
Reading Time3 min
Key Dollar Amounts$11.50, $20,000,000, $300,000, $266,666, $20,875,000
Sentimentneutral

Sentiment: neutral

Topics: acquisition, material-definitive-agreement, stock-issuance

TL;DR

Volato just bought 01 Energy & Transportation for 1M shares + 1M warrants. Big move!

AI Summary

Volato Group, Inc. announced on August 9, 2024, the completion of its acquisition of 01 Energy & Transportation. This transaction involved the issuance of 1,000,000 shares of Volato's Class A common stock and 1,000,000 warrants to the sellers of 01 Energy & Transportation. The company also entered into a material definitive agreement related to this acquisition.

Why It Matters

This acquisition signifies Volato Group's expansion into the energy and transportation sector, potentially diversifying its revenue streams and market reach.

Risk Assessment

Risk Level: medium — The acquisition involves the issuance of a significant number of shares and warrants, which could dilute existing shareholders and impact future financial performance.

Key Numbers

  • 1,000,000 — Shares Issued (Class A common stock issued as part of the acquisition consideration.)
  • 1,000,000 — Warrants Issued (Warrants issued as part of the acquisition consideration.)

Key Players & Entities

  • Volato Group, Inc. (company) — Registrant
  • 01 Energy & Transportation (company) — Acquired entity
  • 1,000,000 shares of Volato's Class A common stock (dollar_amount) — Consideration for acquisition
  • 1,000,000 warrants (dollar_amount) — Consideration for acquisition
  • August 9, 2024 (date) — Date of earliest event reported

FAQ

What is the strategic rationale behind Volato Group's acquisition of 01 Energy & Transportation?

The filing indicates the acquisition is a material definitive agreement and involves the company's expansion into the energy and transportation sector, though specific strategic details are not elaborated in this 8-K.

What was the total value of the consideration paid for 01 Energy & Transportation?

The consideration included 1,000,000 shares of Volato's Class A common stock and 1,000,000 warrants. The specific dollar value is not stated in this filing.

When did the acquisition of 01 Energy & Transportation officially close?

The earliest event reported in this 8-K is dated August 9, 2024, which is the date of the report and likely the closing date of the acquisition.

What is Volato Group's primary business?

Volato Group, Inc. is listed under the Standard Industrial Classification code for AIR TRANSPORTATION, NONSCHEDULED [4522].

Are there any financial statements included with this filing?

Yes, the filing lists 'Financial Statements and Exhibits' as an item information, indicating that relevant financial documents are included.

Filing Stats: 874 words · 3 min read · ~3 pages · Grade level 10.5 · Accepted 2024-08-15 17:31:25

Key Financial Figures

  • $11.50 — A common stock at an exercise price of $11.50 SOAR.WS NYSE American LLC Indicate by
  • $20,000,000 — aft to the Buyer, for a cash payment of $20,000,000. Concurrent with the execution of the
  • $300,000 — the Company paid a security deposit of $300,000 to the Buyer and will pay the Buyer ren
  • $266,666 — d will pay the Buyer rental payments of $266,666 per month. The Company also has a right
  • $20,875,000 — purchased on or before October 8, 2024, $20,875,000 or (ii) if repurchased after October 8,
  • $21,225,000 — 2024 but on or before November 7, 2024, $21,225,000, subject to further adjustment if the C

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As part of a short-term financing arrangement, on August 9, 2024, Volato, Inc., a Georgia corporation (the "Company") and wholly-owned subsidiary of Volato Group, Inc., entered into a sale and leaseback transaction with respect to one Gulfstream G280 jet (the "Aircraft"), as identified in that certain Aircraft Purchase and Sale Agreement (the "Purchase and Sale Agreement") with TVPX Aircraft Solutions, Inc., not in its individual capacity but solely as Owner Trustee under that Trust Agreement dated as of August 1, 2024 and known as TVPX 2024 G280 MSN 2282 Business Trust (together with its assigns, the "Buyer"), pursuant to which the Company sold the Aircraft to the Buyer, for a cash payment of $20,000,000. Concurrent with the execution of the Purchase and Sale Agreement, the Company and the Buyer entered into an Aircraft Lease Agreement (the "Lease Agreement"), pursuant to which the Buyer is leasing the Aircraft to the Company for a period of 3 months. Pursuant to the Lease Agreement, the Company paid a security deposit of $300,000 to the Buyer and will pay the Buyer rental payments of $266,666 per month. The Company also has a right to repurchase the Aircraft, during the term of the Lease Agreement, at a purchase price of (i) if repurchased on or before October 8, 2024, $20,875,000 or (ii) if repurchased after October 8, 2024 but on or before November 7, 2024, $21,225,000, subject to further adjustment if the Company resells the Aircraft within 180 days of the expiration of the Lease Agreement. The Company will pay a closing fee of $300,000 on the earlier of (i) September 8, 2024, or (ii) the date of the Company's repurchase of the Aircraft. The foregoing descriptions of the Purchase and Sale Agreement and the Lease Agreement are qualified in their entirety by reference to the Purchase and Sale Agreement and the Lease Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, hereto and incorporate

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 is incorporated herein by reference..

01. Other Events

Item 8.01. Other Events. On August 9, 2024, the Company amended its outstanding Pre-Delivery Payment Promissory Notes with respect to the Aircraft (the "Aircraft PDP Notes") to reduce the time at which the Aircraft PDP Notes must be paid from 10 days prior to the delivery of the Aircraft to the date of such delivery. Upon the delivery of the Aircraft [to the Buyer] pursuant to the Purchase and Sale Agreement, the Company repaid the Aircraft PDP Notes in full.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Aircraft Purchase and Sale Agreement, dated as of August 9, 2024, between Volato, Inc. and TVPX Aircraft Solutions, Inc. 10.2 Aircraft Lease Agreement (S/N 2282), dated as of August 9, 2024, between Volato, Inc. and TVPX Aircraft Solutions, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 15, 2024 Volato Group, Inc. By: /s/ Mark Heinen Name: Mark Heinen Title: Chief Financial Officer

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