0001140361-23-057198.txt : 20231211 0001140361-23-057198.hdr.sgml : 20231211 20231211204802 ACCESSION NUMBER: 0001140361-23-057198 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231211 DATE AS OF CHANGE: 20231211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PROOF Acquisition Sponsor I, LLC CENTRAL INDEX KEY: 0001894742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41104 FILM NUMBER: 231479775 BUSINESS ADDRESS: STREET 1: 11911 FREEDOM DR., STE 1080 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7035634100 MAIL ADDRESS: STREET 1: 11911 FREEDOM DR., STE 1080 CITY: RESTON STATE: VA ZIP: 20190 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Volato Group, Inc. CENTRAL INDEX KEY: 0001853070 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 862707040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1954 AIRPORT ROAD STREET 2: SUITE 124 CITY: CHAMBLEE STATE: GA ZIP: 30341 BUSINESS PHONE: 844-399-8998 MAIL ADDRESS: STREET 1: 1954 AIRPORT ROAD STREET 2: SUITE 124 CITY: CHAMBLEE STATE: GA ZIP: 30341 FORMER COMPANY: FORMER CONFORMED NAME: PROOF Acquisition Corp I DATE OF NAME CHANGE: 20210324 4 1 form4.xml X0508 4 2023-12-01 0001853070 Volato Group, Inc. SOAR 0001894742 PROOF Acquisition Sponsor I, LLC 11911 FREEDOM DR., STE 1080 RESTON VA 20190 true false Class A Common Stock 2023-12-01 4 C 0 5507813 A 5507813 D Class B Common Stock 2023-12-01 4 C 0 5507813 D Class A Common stock 5507813 1407600 D On August 1, 2023, PROOF Acquisition Corp I ("PACI"), Volato Group, Inc. ("Volato") and PACI Merger Sub, Inc. ("Merger Sub") entered into that certain Business Combination Agreement (the "Business Combination Agreement") pursuant to which Merger Sub merged with and into Volato effective December 1, 2023 (the "Business Combination"), with Volato continuing as the surviving corporation in the Business Combination and a wholly owned subsidiary of PACI upon the closing of the transactions contemplated therein. On December 1, 2023, the Business Combination closed. As a result of the Business Combination, each outstanding share of Volato capital stock was converted into the right to receive approximately 1.01508 shares of Class A Common Stock. Additionally, the outstanding shares of PACI Class B common stock automatically converted to shares of Class A Common Stock. The Reporting Person is the sponsor (the "Sponsor") of PACI. The Sponsor is controlled by its manager, PROOF Sponsor Management LLC (the "Manager"). The managing members of the Manager are John C. Backus, Jr., Steven P. Mullins and Michael W. Zarlenga. No person individually has the power to vote or control the interests of the Sponsor. Each individual disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. Accordingly, none of the managing members is deemed to have or share beneficial ownership of the founder shares held by the Sponsor. Consists of warrants to purchase shares of Class A common stock at a price of $11.50 per share. /s/ Michael W. Zarlenga 2023-12-11