Volato Group, Inc. Files Amendment to Registration Statement

TL;DR

<b>Volato Group, Inc. has filed an S-1/A amendment, providing updated registration information.</b>

AI Summary

Volato Group, Inc. (SOARW) filed a Amended IPO Registration (S-1/A) with the SEC on April 2, 2024. Volato Group, Inc. filed an S-1/A amendment on April 2, 2024. The company is incorporated in Delaware with its fiscal year ending December 31. Its business address is 1954 Airport Road, Suite 124, Chamblee, GA 30341. The filing is related to the Securities Act of 1933. The SIC code for Volato Group is 4522 (AIR TRANSPORTATION, NONSCHEDULED).

Why It Matters

For investors and stakeholders tracking Volato Group, Inc., this filing contains several important signals. This amendment indicates ongoing efforts by Volato Group to comply with SEC registration requirements, potentially in preparation for a public offering or other significant corporate event. The filing provides specific details about the company's structure, location, and regulatory filings, which are crucial for investors and analysts to assess its status and potential.

Risk Assessment

Risk Level: low — Volato Group, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement (S-1/A), which is a standard procedural filing and does not inherently indicate significant new risks or positive developments beyond the ongoing registration process.

Analyst Insight

Monitor for further amendments or the effectiveness of the registration statement to understand the company's progress towards a potential public offering.

Key Numbers

• 2024-04-02 — Filing Date (20240402)
• S-1/A — Form Type (Conformed Submission Type)
• 1231 — Fiscal Year End (Fiscal Year End)
• DE — State of Incorporation (State of Incorporation)

Key Players & Entities

• Volato Group, Inc. (company) — Filer name
• 1954 Airport Road, Suite 124, Chamblee, GA 30341 (location) — Business address
• 844-399-8998 (phone) — Business phone
• PROOF Acquisition Corp I (company) — Former company name
• 20210324 (date) — Date of name change
• 333-276479 (filing_id) — SEC file number
• 24815508 (film_number) — Film number
• 4522 (sic_code) — Standard Industrial Classification

FAQ

Industry Context

Volato Group operates in the air transportation sector, specifically nonscheduled air transport.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1/A filing for detailed disclosures regarding Volato Group's business, financials, and risks.
2. Track future SEC filings from Volato Group for updates on their registration status and potential public offering.
3. Research the air transportation industry, particularly nonscheduled services, to contextualize Volato Group's operations.

Year-Over-Year Comparison

This is an amendment to a previous filing, indicating updates or corrections to the initial registration statement.

Key Financial Figures

• $0.01 — efined herein) for a price of less than $0.01 per share; (ii) 15,226,000 shares of Co
• $3.52 — ded on November 30, 2023 for a price of $3.52 per share; (iv) 284,363 shares of Commo
• $1.00 — h were originally issued for a price of $1.00 per Private Warrant. This prospectus
• $3.86 — e closing price of the Common Stock was $3.86 per share. As of March 21, 2024, the cl
• $0.1238 — , the closing price of the Warrants was $0.1238 per warrant. The shares of Common Sto
• $10.00 — rice per share of Common Stock is below $10.00 per share, while the public stockholder
• $0.34 — receive potential profits ranging from $0.34 per share up to $3.86 per share. Each
• $11.50 — one share of Common Stock at a price of $11.50 per share. We believe the likelihood th
• $10,353,870 — referred Stock, raising an aggregate of $10,353,870 (the "Series A-1 Financing") which, at

Filing Documents

• ny20018249x7_s1a.htm (S-1/A) — 2931KB
• ny20018249x7_ex23-1.htm (EX-23.1) — 2KB
• logo_rsjllp.jpg (GRAPHIC) — 28KB
• logo_volato.jpg (GRAPHIC) — 29KB
• ny20018249x7_diagram01.jpg (GRAPHIC) — 160KB
• ny20018249x7_diagram02.jpg (GRAPHIC) — 161KB
• ny20018249x7_screenshot01.jpg (GRAPHIC) — 91KB
• ny20018249x7_screenshot02.jpg (GRAPHIC) — 91KB
• ny20018249x7_screenshot03.jpg (GRAPHIC) — 96KB
• ny20018249x7_screenshot04.jpg (GRAPHIC) — 250KB
• ny20018249x7_screenshot05.jpg (GRAPHIC) — 158KB
• ny20018249x7_screenshot06.jpg (GRAPHIC) — 138KB
• ny20018249x7_screenshot07.jpg (GRAPHIC) — 307KB
• sig_rosesnyderjacobs.jpg (GRAPHIC) — 16KB
• 0001140361-24-017323.txt (&nbsp;) — 16489KB
• soar-20240402.xsd (EX-101.SCH) — 92KB
• soar-20240402_cal.xml (EX-101.CAL) — 98KB
• soar-20240402_def.xml (EX-101.DEF) — 508KB
• soar-20240402_lab.xml (EX-101.LAB) — 1142KB
• soar-20240402_pre.xml (EX-101.PRE) — 731KB
• ny20018249x7_s1a_htm.xml (XML) — 1670KB

USE OF PROCEEDS

USE OF PROCEEDS 27 MARKET INFORMATION AND DIVIDEND POLICY 27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 44 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 55 MANAGEMENT 62 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION 68

DESCRIPTION OF SECURITIES TO BE REGISTERED

DESCRIPTION OF SECURITIES TO BE REGISTERED 81

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 87 SELLING STOCKHOLDERS 88 CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS 90 PLAN OF DISTRIBUTION 93 LEGAL MATTERS 96 EXPERTS 96 WHERE YOU CAN FIND MORE INFORMATION 96 INDEX TO FINANCIAL STATEMENTS F-1 i TABLE OF CONTENTS INTRODUCTORY NOTE On December 1, 2023, Volato, Inc., a Georgia corporation ("Volato"), PROOF Acquisition Corp I, a Delaware corporation ("PACI") and PACI Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PACI ("Merger Sub"), consummated the previously announced Business Combination Agreement, dated August 1, 2023 (the "Business Combination Agreement"). Pursuant to the terms of the Business Combination Agreement, a business combination between PACI and Volato was effected through the merger of Merger Sub with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of PACI (the "Business Combination," and together with the other transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby, the "Transactions"). In connection with the consummation of the Business Combination (the "Closing"), PACI changed its name to "Volato Group, Inc." ("Volato Group"). In connection with the Closing, and pursuant to the terms of the Business Combination Agreement: (i) each share of common stock of Volato ("Volato Common Stock") issued and outstanding immediately prior to the Closing was converted into the right to receive 1.01508 shares of Common Stock of Volato Group, (ii) each share of preferred stock of Volato ("Volato Preferred Stock") issued and outstanding immediately prior to the Closing was converted into the right to receive 1.01508 shares of Common Stock, (iii) each share of common stock of Merger Sub issued and outstanding immediately prior to the Closing was converted into Volato Common Stock, (iv) each share of Volato Co

View Full Filing

View this S-1/A filing on SEC EDGAR