Volato Group Inc. Files S-1/A Amendment

TL;DR

Volato Group Inc. (fka PROOF Acquisition Corp I) filed an S-1/A amendment on 7/23/24. Public offering incoming.

AI Summary

Volato Group, Inc. filed an S-1/A amendment on July 23, 2024, for its registration statement (No. 333-278913). The company, previously PROOF Acquisition Corp I, is incorporated in Delaware and operates in non-scheduled air transportation. Its principal executive offices are located at 1954 Airport Road, Suite 124, Chamblee, Georgia.

Why It Matters

This filing indicates Volato Group, Inc. is moving forward with its public offering process, which could lead to increased capital for expansion or operations.

Risk Assessment

Risk Level: medium — As this is an S-1/A filing, it pertains to a company preparing for or undergoing a public offering, which inherently carries market and execution risks.

Key Numbers

• 333-278913 — SEC File Number (Identifies the specific registration statement)
• 1954 Airport Road, Suite 124, Chamblee, Georgia 30341 — Principal Executive Offices (Location of the company's main operations)

Key Players & Entities

• Volato Group, Inc. (company) — Registrant
• PROOF Acquisition Corp I (company) — Former company name
• July 23, 2024 (date) — Filing date
• 333-278913 (registration_number) — SEC file number
• Jennifer Liotta (person) — General Counsel

FAQ

Key Financial Figures

• $0.55 — mon Warrants"), at an exercise price of $0.55 per share (representing 100% of the ass
• $0.5499 — ase price of each Pre-Funded Warrant is $0.5499 (which is equal to the assumed public o
• $0 — Stock to be sold in this offering minus $0.0001, the exercise price per share of C
• $0.48 — f Common Stock on the NYSE American was $0.48 per share. As stated above, the public
• $15,000,000 — aid by investors in this offering up to $15,000,000 and, a cash fee equal to six percent (6
• $125,000 — lated legal expenses in an amount up to $125,000 and pay the placement agent a non-accou
• $25,000 — a non-accountable expense allowance of $25,000. See "Plan of Distribution" beginning o
• $13.2 million — include: We generated total revenue of $13.2 million a decrease of $2.5 million, or 16%, com
• $2.5 m — revenue of $13.2 million a decrease of $2.5 million, or 16%, compared to the three mo
• $4.8 m — evenue from aircraft usage increased by $4.8 million, or 72%, while revenue from plane
• $5.7 m — e revenue from plane sales decreased by $5.7 million, during the three months ended Ma
• $17.4 million — year growth; We incurred a net loss of $17.4 million for the three months ended March 31, 20
• $9.9 million — hs ended March 31, 2024, representing a $9.9 million increase in loss over the prior year pr
• $13.1 million — ss; and Adjusted negative EBITDA 1 was $13.1 million for the three months ended March 31, 20
• $6.7 million — compared to adjusted negative EBITDA of $6.7 million for the same period last year. 1 Adj

Filing Documents

• ny20027378x7_s1a.htm (S-1/A) — 2956KB
• ny20027378x7_ex23-1.htm (EX-23.1) — 2KB
• ny20027378x7_ex107.htm (EX-FILING FEES) — 40KB
• logo_rosesnyderjacobs.jpg (GRAPHIC) — 26KB
• logo_volato.jpg (GRAPHIC) — 25KB
• ny20027378x7_graphic1.jpg (GRAPHIC) — 171KB
• ny20027378x7_graphic2.jpg (GRAPHIC) — 161KB
• ny20027378x7_graphic3.jpg (GRAPHIC) — 86KB
• ny20027378x7_graphic4.jpg (GRAPHIC) — 88KB
• ny20027378x7_graphic5.jpg (GRAPHIC) — 94KB
• ny20027378x7_graphic6.jpg (GRAPHIC) — 292KB
• ny20027378x7_graphic7.jpg (GRAPHIC) — 286KB
• ny20027378x7_graphic8.jpg (GRAPHIC) — 304KB
• sig_rosesnyderjacobs.jpg (GRAPHIC) — 16KB
• 0001140361-24-033891.txt ( ) — 5130KB

USE OF PROCEEDS

USE OF PROCEEDS 31 MARKET FOR COMMON STOCK 31 DIVIDEND POLICY 31 CAPITALIZATION 32

BUSINESS

BUSINESS 34 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 64 DIRECTORS AND MANAGEMENT 69

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 88

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 94 PRINCIPAL STOCKHOLDERS 97 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 98 PLAN OF DISTRIBUTION 103 LEGAL MATTERS 106 EXPERTS 106 WHERE YOU CAN FIND MORE INFORMATION 106 INDEX TO FINANCIAL STATEMENTS F- 1 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor any of the placement agents have authorized anyone to provide you with information that is different from, or in addition to, that contained in this prospectus, any amendment or supplement to this prospectus and any related free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the placement agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of the securities offered hereby. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither we nor any of the placement agents have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating

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