Delaware
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4522
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86-2707040
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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“2021 Plan” means the Volato, Inc. 2021 Equity Incentive Plan;
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“2023 Plan” means the Volato Group, Inc. 2023 Stock Incentive Plan;
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“ASC” means Accounting Standards Codification;
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“Board” means the board of directors of Volato Group;
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“Business Combination” has the meaning ascribed to it in “Introductory Note;”
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“Bylaws” means the Amended and Restated Bylaws of Volato Group;
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“Certificate of Incorporation” is the Second Amended and Restated Certificate of Incorporation of Volato Group;
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“Closing” has the meaning ascribed to it in “Introductory Note;”
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“Closing Date” has the meaning ascribed to it in “Introductory Note;”
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“Common Stock” has the meaning ascribed to it in “Introductory Note;”
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“DGCL” means the General Corporation Law of the State of Delaware;
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“Exchange Act” means the Securities Exchange Act of 1934, as amended;
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“Founder Shares” means shares of PACI Class B Common Stock that were converted into shares of Common Stock at the time of the
Merger;
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“IRC” means IRC of 1986, as amended;
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“IRS” means the Internal Revenue Service;
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“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;
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“Lock-Up Agreements” means the lock-up agreement between Volato Group and each of Michael W. Zarlenga, Lisa Suennen, Steven
P. Mullins, John C. Backus, Jr., Coleman Andrews, Thanasis Delistathis, Mark D. Lerdal, Argand Group, Athollo Rocket Holdings, LLC, Bruddy, LLC, Dega Family Holding, LLC, Hoop Capital LLC, Liotta Family Office, LLC, PDK Capital, LLC,
and The Bailey Financial Group, LLC, each dated as of the Closing Date.
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“Merger” means, collectively the transactions pursuant to which Merger Sub merged with and into the Company and PACI acquired
the business of the Company and 100% of the outstanding equity and equity equivalents of the Company, including options, warrants, or other securities which grant holders the right to acquire, or convert other securities into, equity
securities of the Company, with the Company continuing as the surviving corporation in the Merger and, after giving effect to the Merger, became a wholly-owned Subsidiary of PACI.
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“Merger Agreement” has the meaning ascribed to it in “Introductory Note;”
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“Merger Sub” has the meaning ascribed to it in “Introductory Note;”
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“NYSE American” means the NYSE American, LLC;
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“Options” has the meaning ascribed to it in “Introductory Note;”
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“Private Warrants” means the certain warrants that are “Private Placement Warrants” as defined in the Registration Rights
Agreement.
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“Registration Rights Agreement” means the Amended and Restated Registration Rights and Stockholder Rights Agreement among
PACI and certain funds and accounts related to Blackrock, Inc., dated December 1, 2023.
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“Registration Statement” means the registration statement on Form S-1 of which this prospectus is a part;
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“SEC” means the U.S. Securities and Exchange Commission;
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“Securities Act” means the Securities Act of 1933, as amended;
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“Selling Stockholders” means the stockholders listed in the Selling Stockholders table on page 88 of this
prospectus, and their respective permitted transferees;
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“Stockholder” means a holder of Common Stock; and
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“Volato Group” has the meaning ascribed to it in “Introductory Note;”
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our ability to successfully implement our growth strategies;
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our ability to expand existing products and service offerings or launch new products and service offerings;
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our ability to achieve or maintain profitability in the future;
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geopolitical events and general economic conditions;
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our ability to grow complementary products and service offerings;
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our ability to adequately integrate past and future acquisitions into our business;
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our ability to respond to decreases in demand for private aviation services and changes in customer preferences;
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our ability to operate in a competitive market;
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our ability to retain or attract key employees or other highly qualified personnel;
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our ability to obtain or maintain adequate insurance coverage;
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our ability to build and maintain strong brand identity for our products and services and expand our customer base;
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our ability to respond to a failure in our technology to operate our business;
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our ability to obtain financing or access capital markets in the future;
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our ability to respond to regional downturns or severe weather or catastrophic occurrences or other disruptions or events;
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our ability to respond to losses and adverse publicity stemming from accidents involving our aircraft;
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our ability to respond to existing or new adverse regulations or interpretations thereof;
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our ability to successfully defend litigation or investigations;
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the impact of changes in U.S. tax laws;
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our public securities’ potential liquidity and trading; and
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other factors detailed under the section entitled “Risk Factors”.
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We generated total revenue of $73.3 million a decrease of $23.4 million, or 24%, compared to the year ended December 31,
2022. Revenue from aircraft usage increased by $23.4 million, or 162%, while revenue from plane sales decreased by $46.3 million, or 68%, during the year ended December 31, 2023, primarily related to lower plane sales;
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We had 11,273 total flight hours for the year ended December 31, 2023, representing 124% year-over-year growth;
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We incurred a net loss of $52.8 million for the year ended December 31, 2023, representing a $43.5 million increase in
loss over the prior year primarily related to lower plane sales, as described above, and increased costs related to being a publicly traded company and a rapidly scaling business; and
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Adjusted negative EBITDA was $32.1 million for the year ended December 31, 2023 compared to adjusted negative EBITDA of
$9.0 million for the prior year. The change in adjusted EBITDA was the result of increased costs of being a publicly traded company and a rapidly scaling business, as well as lower plane sales.
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We generated revenue of $95.7 million, representing 9,058% year-over-year growth, including growth from Plane Co membership
interest sales and acquisitions consummated during 2022;
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We had 6,986 total flight hours representing over 1000%, year-over-year growth;
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Adjusted EBITDA2 decreased by $7.0 million in 2022, to adjusted negative EBITDA of $8.4 million;
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We incurred a net loss of $9.4 million, representing a $7.9 million increase in loss over the prior year.
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We have a limited operating history and history of net losses and may continue to experience net losses in the future.
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Significant reliance on HondaJet and Gulfstream aircraft and parts poses risks to our business and prospects.
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We may not be able to successfully implement our growth strategies.
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If we are not able to successfully enter into new markets and services and enhance our existing products and services, our
business, financial condition, and results of operations could be adversely affected.
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We are exposed to the risk of a decrease in demand for private aviation services.
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The private aviation industry is subject to competition.
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The loss of key personnel upon whom we depend on to operate our business or the inability to attract additional qualified
personnel could adversely affect our business.
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The supply of pilots to the aviation industry is limited and may negatively affect our operations and financial condition.
Increases in our labor costs, which constitute a substantial portion of our total operating costs, may adversely affect our business, results of operations, and financial condition.
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We may be subject to unionization, work stoppages, slowdowns or increased labor costs, and the unionization of our
employees could result in increased labor costs.
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We are exposed to operational disruptions due to maintenance.
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Federal, state, and local tax rules can adversely impact our results of operations and financial position.
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We may not realize the tax benefits from our aircraft ownership program.
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Significant increases in fuel costs could have a material adverse effect on our business, financial condition and results
of operations.
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Some of our business may become dependent on third-party operators to provide flights for our customers. If third-party
operators’ flights, which are required to serve a substantial portion of our business, are not available or do not perform adequately, our costs may increase and our business, financial condition, and results of operations could be
adversely affected.
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If we face problems with any of our third-party service providers, our operations could be adversely affected.
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Our insurance may become too difficult or expensive for us to obtain. Increases in insurance costs or reductions in
insurance coverage may materially and adversely impact our results of operations and financial position.
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Adjusted EBITDA is a non-GAAP financial measure. Please refer to the tables and related
notes below for a reconciliation of Adjusted EBITDA to its most comparable GAAP measure.
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If our efforts to continue to build our strong brand identity and achieve high member satisfaction and loyalty are not
successful, we may not be able to attract or retain customers, and our operating results may be adversely affected.
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Any failure to offer high-quality customer support may harm our relationships with our customers and could adversely affect
our reputation, brand, business, financial condition, and results of operations.
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Our business is affected by factors beyond our control including: air traffic congestion at airports; airport slot
restrictions; air traffic control inefficiencies; natural disasters; adverse weather conditions, such as hurricanes or blizzards; increased and changing security measures; changing regulatory and governmental requirements; new or
changing travel-related taxes; or the outbreak of disease; any of which could have a material adverse effect on our business, results of operations, and financial condition.
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Our business is primarily focused on certain targeted geographic markets, making us vulnerable to risks associated with
having geographically concentrated operations.
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The operation of aircraft is subject to various risks, and failure to maintain an acceptable safety record may have an
adverse impact on our ability to obtain and retain customers.
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We could suffer losses and adverse publicity stemming from any accident involving aircraft models operated by third
parties.
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A delay or failure to identify and devise, invest in, and implement certain important technology, business, and other
initiatives could have a material impact on our business, financial condition and results of operations.
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We rely on our information technology systems to manage numerous aspects of our business. A cyber-based attack of these
systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased revenues, and harm to our reputation.
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System failures, defects, errors, or vulnerabilities in our website, applications, backend systems, or other technology
systems or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.
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We will rely on third parties maintaining open marketplaces to distribute our mobile and web applications and we currently
rely on third parties to provide the software we use in certain of our products and services, including the provision of our flight management system. If these third parties interfere with the distribution of our products or services,
with our use of the software, or with the interoperability of our platform with the software, our business would be adversely affected.
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If we are unable to adequately protect our intellectual property interests or are found to be infringing on the
intellectual property interests of others, we may incur significant expense and our business may be adversely affected.
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Any damage to our reputation or brand image could adversely affect our business or financial results.
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As part of our growth strategy, we may engage in future acquisitions that could disrupt our business and have an adverse
impact on our financial condition.
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We are subject to risks associated with climate change, including the potential increased impacts of severe weather events
on our operations and infrastructure.
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Terrorist activities or warnings have dramatically impacted the aviation industry and will likely continue to do so.
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Our operations in the private aviation sector may be subject to risks associated with protests targeting private aviation
services.
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We are subject to significant governmental regulation.
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Because our software could be used to collect and store personal information, privacy concerns in the territories in which
we operate could result in additional costs and liabilities to us or inhibit sales of our software.
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We may become involved in litigation that may materially adversely affect us.
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We are subject to various environmental and noise laws and regulations, which could have a material adverse effect on our
business, results of operations, and financial condition.
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We may incur substantial maintenance costs as part of our leased aircraft return obligations.
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Environmental regulation and liabilities, including new or developing laws and regulations, or our initiatives in response
to pressure from our stakeholders may increase our costs of operations and adversely affect us.
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The issuance of operating restrictions applicable to one of the fleet types we operate could have a material adverse
effect on our business, results of operations, and financial condition.
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Our obligations in connection with our contractual obligations, including long-term leases and debt financing obligations,
could impair our liquidity and thereby harm our business, results of operations, and financial condition.
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Agreements governing our debt obligations include financial and other covenants that provide limitations on our business
and operations under certain circumstances, and failure to comply with any of the covenants in such agreements could adversely impact us.
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If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our
ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired, which may adversely affect investor confidence in us and, as a result, the market price of the Common Stock.
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Sales of Common Stock, or the perception of such sales, by us or the Selling Stockholders pursuant to this prospectus in
the public market or otherwise, could cause the market price for our Common Stock to decline and certain Selling Stockholders still may receive significant proceeds.
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There is no guarantee that the exercise price of the Warrants will be less than the trading price of the Common Stock on
the NYSE American, and they may expire worthless; however, the terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Warrants approve of such amendment.
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Our Certificate of Incorporation designates specific courts as the exclusive forum for substantially all stockholder
litigation matters, which could limit the ability of our Stockholders to obtain a favorable forum for disputes with us or our directors, officers or employees.
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Because there are no current plans to pay cash dividends on the Common Stock for the foreseeable future, you may not
receive any return on investment unless you sell the Common Stock at a price greater than what you paid for it.
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The market price of the Common Stock may be volatile, which could cause the value of your investment to decline.
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Our management team has limited experience managing a public company and may not successfully manage our transition to
public company status.
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The requirements of being a public company may strain our resources, divert our management’s attention, and affect our
ability to attract and retain qualified board members.
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We may never realize the full value of our intangible assets or our long-lived assets, causing us to record impairments
that may materially adversely affect our financial conditions and results of operations.
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We may be subject to securities litigation, which is expensive and could divert our management’s attention.
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Because we became a publicly traded company by means other than a traditional underwritten initial public offering, our
stockholders may face additional risks and uncertainties.
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An active market for our securities may not develop, which would adversely affect the liquidity and price of our
securities.
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If securities or industry analysts do not publish research or reports about our business, if they change their
recommendations regarding our Common Stock, or if our operating results do not meet their expectations, our Common Stock price and trading volume could decline.
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2,350,960 shares of shares of Common Stock issuable upon the exercise of stock options outstanding as of December 1, 2023;
and
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5,608,690 shares of Common Stock reserved for issuance with respect to future grants under our 2023 Plan.
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insufficient revenue to offset liabilities assumed;
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inability to obtain any required third-party approvals;
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requirements to enter into restrictive covenants in connection with obtaining third-party consents;
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inadequate return of capital;
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regulatory or compliance issues, including securing and maintaining regulatory approvals;
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unidentified issues not discovered in due diligence;
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integrating the operations or (as applicable) separately maintaining the operations;
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financial reporting;
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managing geographically dispersed operations;
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potential unknown risks associated with an acquisition;
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unanticipated expenses related to acquired businesses or technologies and their integration into our existing business or
technology;
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the potential loss of key employees, customers or partners of an acquired business; or
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the tax effects of any acquisitions.
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market conditions in our industry or the broader stock market;
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actual or anticipated fluctuations in our financial and operating results;
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actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
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the financial projections we may provide to the public, any changes in those projections, or our failure to meet those
projections;
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changes in financial estimates prepared by and recommendations provided by securities analysts concerning us or the market
in general;
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the perceived success of the Business Combination;
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the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
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announced or completed acquisitions of businesses, commercial relationships, products, services or technologies by us or
our competitors;
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changes in laws and regulations affecting our business;
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changes in accounting standards, policies, guidelines, interpretations or principles;
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commencement of, or involvement in, litigation involving us;
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changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
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sales, or anticipated sales, of large blocks of the Common Stock;
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any major change in the composition of the Board or our management;
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general economic and political conditions such as recessions, interest rates, fuel prices, trade wars, pandemics (such as
COVID-19), currency fluctuations and acts of war or terrorism; and
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other risk factors listed under this “Risk Factors” section.
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Improve yourself and those around you. Embrace opportunities to teach and discover. Lead with encouragement and praise.
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Listen with intent. Be engaged and curious while seeking to understand others.
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Have positive interactions. Strengthen relationships by being humble and approachable
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Be transparent. Foster an environment of trust and lasting relationships.
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Contribute and commit. Embrace the conflict of ideas. Participate and then fully support the decision.
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https://www.fortunebusinessinsights.com/industry-reports/business-jet-market-101585
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The number of high-net-worth potential customers is growing. This growth
has resulted in an increased demand for exclusive and personalized travel experiences. According to the Global Wealth Report conducted by Credit Suisse, as of the end of 2021 there were 24.48 million U.S. millionaires. This number is
expected to rise by 13% to 27.66 by 20266. According to Forbes, the number of U.S. billionaires rose from 724 in 20217 to 735 in 20238.
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The market of potential private flyers is under-penetrated. According to
the New York Times, referencing a study from McKinsey & Company, there are 100,000 regular private jet fliers in the United States, out of some 1.5 million people who could afford to charter a plane9. The
private jet market remains under-penetrated. We believe factors like a superior owner and customer experience will add to the well-recognized benefits of increased productivity and convenience that private flying offers, in drawing
new demand.
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Highly regulated industry creates barriers to entry. The private aviation
market is complex and highly regulated, presenting barriers to scaling, therefore reducing competition, and decreasing price sensitivity. The industry is also subject to significant regulatory oversight by numerous federal agencies.
However, Volato’s business model fits well within this regulatory environment.
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Commercial airline service is declining. North American passenger
satisfaction with commercial aviation is in decline across all three segments—first/business, premium economy, and economy/basic economy—down more than 29 points from 2021 to 791 (on a 1,000-point scale)10 11.
Passengers are responding negatively to increases in cost, flight crew performance, passenger loads, delays, and communication.
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The COVID-19 pandemic increased exposure to private aviation. This led to
more people experimenting with private aviation, increasing engagement with the category. This was fueled by a lack of access to commercial travel, increased passenger sensitivity to traveling with unknown passengers, mask mandates,
and general delays. We expect interest in private aviation to continue to grow, with changes in how people work and live in a post-COVID pandemic environment bolstering foundational demand.
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New business models are introducing more people to the benefits of flying private.
Semi-private carriers are introducing a new category of fliers to the benefits of private travel. These carriers provide access to smaller airports, offer reduced travel time, avoid checkpoints, and enable a less stressful customer
experience12.
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Static industry with little innovation presents opportunities. A lack of
innovation in the industry has contributed to low asset utilization, poor operational and commercial technology, high operational complexity, and antiquated commercial practices, all of which stifle efficiency and scalability. This
leads to a lack of downward pressure on prices. Through Volato’s unique business model, Volato believes there
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5
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https://www.statista.com/statistics/1171101/charter-market-size-united-states/
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6
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Credit Suisse Global Wealth Report 2022, Page 40, Table 1 (https://www.credituisse.com/media/assets/corporate/docs/aboutus/research/publications/global-wealth-report-2022-en.pdf)
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7
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Forbes’ 35th Annual World’s Billionaires List: Facts And Figures 2021(https://www.forbes.com/sites/kerryadolan/2021/04/06/forbes-35thnnual-worlds-billionaires-list-facts-and-f
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Forbes Billionaires 2023: The Richest People In The World dated August 9, 2023 (https://www.forbes.com/sites/chasewithorn/2023/04/04/forbes-37th-annual-worlds-billionaires-list-facts-and-figures-2023)
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9
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www.nytimes.com/2021/10/01/your-money/private-jets-demand.html
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https://www.jdpower.com/business/press-releases/2021-north-america-airline-satisfaction-study
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https://www.jdpower.com/business/press-releases/2023-north-america-airline-satisfaction-study
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12
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https://www.forbes.com/sites/suzannerowankelleher/2022/08/01/amid-airport-chaos-semi-private-jet-travel-emerges-ashegoldilocksption/?sh=5abb9e8a11c7
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The HondaJet is a revolutionary aircraft that combines superior performance, comfort, and efficiency. Its innovative
design features include a unique over-the-wing engine mount, natural laminar flow wing, and advanced flight deck technology.
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The HondaJet’s compact size and superior performance make it ideal for business and personal travel, with a range of up to
1,400 nautical miles and a top speed of 422 knots. Its spacious cabin comfortably seats up to six passengers and offers a range of amenities, including a fully enclosed lavatory and Wi-Fi connectivity.
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The HondaJet’s advanced safety features include an all-glass cockpit with state-of-the-art avionics, automatic stability
augmentation system, and enhanced flight vision system, making it one of the safest and most advanced light jets on the market.
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Does not provide the primary benefits of full aircraft ownership. Key
benefits of owning an aircraft are the same basic “bundle of rights” that come along with ownership of any property, including the rights of possession, control, and enjoyment. In a traditional fractional model, the owner must
sacrifice both control over how much it flies as well as enjoyment of revenue generated from the asset.
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Hard for customers to forecast flight usage needs across multi-year programs.
Entitled hour programs require fractional owners to commit to an annual usage level for the length of the program. It is challenging for owners to forecast this accurately resulting in either owners overflying and requiring additional
hours that may not be available or only available at substantially increased prices, or under flying and the program being more expensive than originally forecast.
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Depreciation is only applicable for a percentage of flights deemed business use.
Many traditional fractional program owners who use their program for a mix of business and leisure travel are often disappointed to learn they may only be eligible for bonus depreciation on the percentage of their total usage that is
deemed business use, and the leisure portion is not eligible. Additionally, if an aircraft owner’s use is primarily personal, no depreciation is available.
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Lack of transparency into aircraft flight operations. In the traditional
program, fractional owners are often not provided detail into their aircraft’s flight operations, and it is generally not transparent how the aircraft is used or monetized outside of the fractional owner’s usage or if any of the
owners benefit from that associated revenue generation.
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Fractional Owners traditionally accept operational control of their flights and the
liability and risk associated with operational control. Traditional fractional ownership programs require their owners to execute an acknowledgment of operational control, where the fractional owner agrees to
accept liability and risk associated with their flights operated under 14 C.F.R. Part 91(K).
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Fractional owners participate in aircraft revenue share. Our program
participants enjoy a revenue share from eligible Volato revenue flights. The revenue share is a set contracted amount per eligible occupied revenue-generating flight hour and is calculated and remitted monthly to each aircraft holding
SPE, which then distributes on a pro-rata basis to its members, the aircraft owners.
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Unlimited flight hours regardless of fractional size. By decoupling
ownership and usage, and removing the concept of entitled hours, our HondaJet fractional owners can fly unlimited hours under the terms of the owner’s individual contracts with our air carrier subsidiary. A 1/16th
owner can fly as much or as little as they wish and is not limited by the size of their share.
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Favorable tax treatment for owners. Due to the unique nature of our
aircraft ownership structure, our owners may be eligible for depreciation of their aircraft asset through their respective Plane Co LLC interests.
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Our unique program benefits influence purchase decision. Traditional
programs with entitled flight hours require customers to factor in anticipated flight hours into their fractional program purchase
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Transparency into Flight Operations. Our software innovations allow for
more transparency into its flight operations by providing program participants detailed information on their aircraft’s commercial activities and maintenance status.
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Transfer of Operational Control and Management. Under 14 C.F.R. Part 135,
we assume operational control of aircraft we operate by way of a lease, which transfers responsibility for aircraft management and liability arising from the operation of the aircraft by us. In contrast, under Part 91K fractional
programs, the owners retain operational control of the aircraft and have potential liability exposure related to the aircraft operations.
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Superior Operating Efficiency. The HondaJet’s design and performance
profile means it is not just less expensive to operate but also matches the fuel economy of a turboprop, maintaining the speed and quietness of a jet without incurring extra fuel costs. This efficient operation enables us to offer
cost savings to customers while preserving the jet experience.
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Superior Cabin Experience. The over-the-wing engine mount design of the
HondaJet decreases cabin noise, thus enhancing passenger comfort. Despite its smaller size, it provides a comfortable cabin and a larger luggage compartment compared to other jets in its category.
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•
|
No Compromise. While the HondaJet HA-420 is rated for single-pilot
operations, all of our HondaJet commercial passenger flights are operated with two pilots. This staffing includes safety and service benefits for our customers, while offering a more cost-effective solution.
|
•
|
Aircraft Sales Revenue. We sell aircraft to the LLCs, and the aircraft are
subject to a 5-year leaseback to us. We believe that if we deliver on our brand and product promise then we should see a substantial renewal rate by program participants when the lease expires.
|
•
|
Monthly Management Fee. Program participants under our traditional pricing
structure pay a set monthly management fee, which is subject to an annual increase. Holders of smaller sizes (i.e., 1/8th and 1/16th) pay a premium. Program participants under our low-use pricing structure do not pay a monthly
management fee but pay a premium for their usage. This revenue is included in “aircraft management revenue” in our MD&A.
|
•
|
Charter Flight Revenue. Program participants may book flights on the
HondaJet fleet at preferential hourly rates. Repositioning fees are waived for owner flights departing within an estimated two-hour flight time from select our bases. Fuel is separately charged to the owner at our blended cost. The
total flight charge is invoiced after the flight is completed and the revenue is included in “charter flight revenue” as in our MD&A.
|
![]() |
| |
![]() |
Figure: Flight reviews are output to a Microsoft Teams channel that is open to
the entire company.
|
| |
Figure: Aggregate NPS scores displayed in our proprietary Volato MissionControl
application.
|
![]() |
| |
|
![]() |
| |
![]() |
•
|
We generated total revenue of $73.3 million a decrease of $23.4 million, or 24%, compared to the year ended December 31,
2022. Revenue from aircraft usage increased by $31.3 million, or 137%, while revenue from plane sales decreased by $41.6 million, or 71%, during the year ended December 31, 2023, primarily related to lower plane sales;
|
•
|
We had 11,273 total flight hours for the year ended December 31, 2023, representing 124% year-over-year growth;
|
•
|
We incurred a net loss of $52.8 million for the year ended December 31, 2023, representing a $43.2 million increase in
loss over the prior year primarily related to lower plane sales, as described above, and increased costs related to being a publicly traded company and a rapidly scaling business; and
|
•
|
Adjusted negative EBITDA3 was $32.1 million for the year ended December 31, 2023 compared to
adjusted negative EBITDA of $9.0 million for the prior year. The change in adjusted EBITDA was the result of increased costs of being a publicly traded company and a rapidly scaling business, as well as lower plane sales.
|
3
|
Adjusted EBITDA is a non-GAAP financial measure. Please refer to the tables and related notes
below for a reconciliation of Adjusted EBITDA to its most comparable GAAP measure.
|
|
| |
Year Ended
December 31,
|
| |
Change In
|
||||||
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Revenue
|
| |
$73,338
|
| |
$96,706
|
| |
$(23,368)
|
| |
(24)%
|
|
| |
|
| |
|
| |
|
| |
|
Costs and expenses:
|
| |
|
| |
|
| |
|
| |
|
Cost of revenue
|
| |
82,025
|
| |
94,280
|
| |
(12,255)
|
| |
(13)%
|
Selling, general and administrative
|
| |
28,822
|
| |
11,611
|
| |
17,211
|
| |
148%
|
Total costs and expenses
|
| |
110,847
|
| |
105,891
|
| |
4,956
|
| |
5%
|
Loss from operation
|
| |
(37,509)
|
| |
(9,185)
|
| |
(28,324)
|
| |
308%
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
Gain from deconsolidation of investments
|
| |
—
|
| |
581
|
| |
(581)
|
| |
(100)%
|
Gain from sale of consolidated entity
|
| |
387
|
| |
—
|
| |
387
|
| |
N/M
|
Gain from sale of equity-method investment
|
| |
883
|
| |
—
|
| |
883
|
| |
N/M
|
Other income
|
| |
180
|
| |
15
|
| |
165
|
| |
N/M
|
Loss from change in value of forward purchase agreement
|
| |
(13,403)
|
| |
—
|
| |
(13,403)
|
| |
N/M
|
Interest expense, net
|
| |
(3,358)
|
| |
(866)
|
| |
(2,492)
|
| |
288%
|
Total other income (expense)
|
| |
(15,311)
|
| |
(270)
|
| |
(15,041)
|
| |
N/M
|
|
| |
|
| |
|
| |
|
| |
|
Net loss before income taxes
|
| |
(52,820)
|
| |
(9,455)
|
| |
(43,365)
|
| |
459%
|
|
| |
|
| |
|
| |
|
| |
|
Provision for income tax expense (benefit)
|
| |
2
|
| |
(55)
|
| |
57
|
| |
(104)%
|
|
| |
|
| |
|
| |
|
| |
|
Net loss before non-controlling interest
|
| |
(52,822)
|
| |
(9,400)
|
| |
(43,422)
|
| |
462%
|
Net income attributable to non-controlling interest
|
| |
—
|
| |
(33)
|
| |
33
|
| |
(100)%
|
Net Loss
|
| |
$(52,822)
|
| |
$(9,367)
|
| |
$(43,455)
|
| |
464%
|
|
| |
Year Ended
December 31,
|
| |
Change In
|
||||||
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Aircraft sales
|
| |
$21,443
|
| |
$67,695
|
| |
$(46,252)
|
| |
(68)%
|
Aircraft usage
|
| |
37,787
|
| |
14,417
|
| |
23,370
|
| |
162%
|
Managed aircraft
|
| |
14,108
|
| |
14,594
|
| |
(486)
|
| |
(3)%
|
Total
|
| |
$73,338
|
| |
$96,706
|
| |
$(23,368)
|
| |
(24)%
|
|
| |
Year Ended
December 31,
|
| |
Change In
|
||||||
|
| |
2023
|
| |
2022
|
| |
$
|
| |
%
|
Aircraft sales
|
| |
$17,322
|
| |
$58,910
|
| |
$(41,588)
|
| |
(71)%
|
Aircraft usage
|
| |
51,803
|
| |
21,986
|
| |
29,817
|
| |
136%
|
Managed aircraft
|
| |
12,900
|
| |
13,384
|
| |
(484)
|
| |
(4)%
|
Total
|
| |
$82,025
|
| |
$94,280
|
| |
$(12,255)
|
| |
(13)%
|
|
| |
Year Ended December 31,
|
|||
Adjusted EBITDA
|
| |
2023
|
| |
2022
|
Net loss
|
| |
$(52,822)
|
| |
$(9,367)
|
Interest expense, net
|
| |
3,358
|
| |
866
|
Provision for income tax expense (benefit)
|
| |
2
|
| |
(55)
|
Loss from change in fair value of forward purchase agreement
|
| |
13,403
|
| |
—
|
Depreciation and amortization
|
| |
200
|
| |
162
|
Equity-based compensation expense
|
| |
82
|
| |
17
|
Net loss attributable to non-controlling interest
|
| |
—
|
| |
(33)
|
Gain from deconsolidation of investments
|
| |
—
|
| |
(581)
|
Gain from sale of consolidated entity
|
| |
(387)
|
| |
—
|
Gain from sale of equity-method investment
|
| |
(883)
|
| |
—
|
Other income
|
| |
(180)
|
| |
(15)
|
Acquisition, integration, and capital raise related expenses(1)
|
| |
167
|
| |
21
|
Other items not indicative of our ongoing operating performance(2)
|
| |
4,918
|
| |
—
|
Adjusted EBITDA
|
| |
$(32,142)
|
| |
$(8,985)
|
(1)
|
Represents non-capitalizable Business Combination expenses in 2023 and acquisition expenses associated with Gulf Coast
Aviation in 2022.
|
(2)
|
Represents cost incurred related to business realignment.
|
|
| |
Year Ended
December 31,
|
|||
|
| |
2023
|
| |
2022
|
Net cash used in operating activities
|
| |
$(30,394)
|
| |
$(21,432)
|
Net cash provided by investing activities
|
| |
1,776
|
| |
5,145
|
Net cash provided by financing activities
|
| |
37,461
|
| |
22,558
|
Net Increase In Cash and Cash Equivalents and Restricted Cash
|
| |
$8,843
|
| |
$6,271
|
1.
|
Identification of the contract, or contracts, with a customer.
|
2.
|
Identification of the performance obligation(s) in the contract.
|
3.
|
Determination of the transaction price.
|
4.
|
Allocation of the transaction to the performance obligation(s) in the contract.
|
5.
|
Recognition of revenue when, or as the Company satisfies a performance obligation.
|
4
|
NTD: Volato to review and advise of any updates.
|
•
|
$3.0 million CN-001 Note issued to Liotta Family Office, LLC, which is 60% owned by Dennis Liotta (Matthew Liotta’s father),
20% owned by John Liotta (Matthew Liotta’s brother), and 20% owned by Matthew Liotta. The note accrued $165,616 in interest and converted into 529,190 shares of Series A-2 Preferred Stock, which is equal to 537,170 shares of Common
Stock.
|
•
|
$1.0 million CN-001 Note issued to the Matthew D. Liotta 2021 Trust dated January 21st, 2021. The note accrued $27,397 in
interest and converted into 171,748 shares of Series A-2 Preferred Stock, which is equal to 174,338 shares of Common Stock.
|
•
|
$6,001,407.00 CN-002 Note issued to Dennis Liotta, pursuant to the conversion of the Revolving Line of Credit described under
“Working Capital Loans.” The note accrued $11,181 in interest and converted into 678,139 shares of Series A-3 Preferred Stock.
|
Name and principal position
|
| |
Year
|
| |
Salary
($)
|
| |
Option
Awards
($)(1)
|
| |
Total
($)
|
Jennifer Liotta(2)
General Counsel
|
| |
2022
|
| |
148,333
|
| |
4,428
|
| |
152,761
|
John Liotta(3)
VP of Strategic Partnerships &
Experiences
|
| |
2022
|
| |
91,863
|
| |
—
|
| |
91,863
|
Jodi Lyn Tollus(4)
Finance Executive
|
| |
2022
|
| |
66,667
|
| |
443
|
| |
67,110
|
(1)
|
Represents the aggregate grant date fair value of option awards granted under the Volato, Inc. 2021 Equity Incentive Stock
Plan during the 2022 fiscal year, calculated in accordance with Financial Accounting Standards Board ASC Topic 718-Stock Compensation and using the assumptions contained in Note 12 to the financial statements included elsewhere herein.
|
(2)
|
Matthew Liotta’s spouse, Jennifer Liotta, has been employed by Volato since 2021. On December 15, 2022, she was granted an
option award in the amount of 86,831 shares, subject to a vesting schedule (1/48th vesting monthly over four years with a one-year cliff and fully vested as of September 2025). On September 1, 2023, Ms. Liotta’s title was changed from
VP, Legal to General Counsel.
|
(3)
|
Matthew Liotta’s brother, John Liotta, has been employed by Volato since 2021. On August 15, 2021, he was granted an option
award in the amount of 86,831 shares, subject to a vesting schedule (1/48th vesting monthly over four years with no cliff, fully vested as of August 2025).
|
(4)
|
Michael Prachar’s spouse, Jodi Lynn Tollus, has been employed by Volato since 2022. On December 15, 2022, she was granted an
option award in the amount of 8,683 shares, subject to a vesting schedule (1/48th vesting monthly over four years with a one-year cliff and fully vested as of March 2026).
|
•
|
Class I comprised of Nicholas Cooper, Matthew Liotta and Peter Mirabello;
|
•
|
Class II comprised of Dana H. Born and Joan Sullivan Garrett;
|
•
|
Class III comprised of Katherine Arris-Wilson and Michael Nichols.
|
Name
|
| |
Age
|
| |
Position
|
Executive Officers
|
| |
|
| |
|
Matthew Liotta
|
| |
46
|
| |
Chief Executive Officer and Director
|
Nicholas Cooper
|
| |
39
|
| |
Chief Commercial Officer and Director
|
Michael Prachar
|
| |
55
|
| |
Chief Operating Officer
|
Keith Rabin
|
| |
53
|
| |
President
|
Steven Drucker
|
| |
54
|
| |
Chief Technology Officer
|
Mark Heinen
|
| |
54
|
| |
Chief Financial Officer
|
Non-Employee Directors
|
| |
|
| |
|
Katy Arris-Wilson
|
| |
53
|
| |
Director
|
Michael Nichols
|
| |
53
|
| |
Director
|
Joan Sullivan Garrett
|
| |
74
|
| |
Director
|
Peter Mirabello
|
| |
62
|
| |
Director
|
Dana H. Born
|
| |
63
|
| |
Director
|
5
|
NTD: Volato to review ages as of March 20, 2024.
|
•
|
the Class I directors are Directors Cooper, Liotta, and Mirabello, and their terms will expire at our annual meeting of
stockholders to be held in 2024;
|
•
|
the Class II directors are Directors Born and Garrett, and their terms will expire at our annual meeting of stockholders to
be held in 2025; and
|
•
|
the Class III directors are Directors Arris-Wilson and Nichols, and their terms will expire at our annual meeting of
stockholders to be held in 2026.
|
•
|
select, retain, compensate, evaluate, oversee, and where appropriate, terminate the independent registered public accounting
firm to audit our financial statements;
|
•
|
help to ensure the independence and performance of the independent registered public accounting firm;
|
•
|
approve audit and non-audit services and fees;
|
•
|
review financial statements and discuss with management and the independent registered public accounting firm our annual
audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
|
•
|
prepare the audit committee report that the SEC requires to be included in our annual proxy statement;
|
•
|
review reports and communications from the independent registered public accounting firm;
|
•
|
review the adequacy and effectiveness of our internal controls and disclosure controls and procedure;
|
•
|
review our policies on risk assessment and risk management;
|
•
|
review and monitor conflicts of interest situations, and approve or prohibit any involvement in matters that may involve a
conflict of interest or taking of a corporate opportunity;
|
•
|
review the overall adequacy and effectiveness of our legal, regulatory and ethical compliance programs and reports regarding
compliance with applicable laws, regulations and internal compliance programs;
|
•
|
review related party transactions; and
|
•
|
establish and oversee procedures for the receipt, retention and treatment of accounting related complaints and the
confidential submission by our employees of concerns regarding questionable accounting or auditing matters.
|
•
|
reviewing the qualifications of, and recommending to the Board, proposed nominees for election to the Board and its
committees, consistent with criteria approved by the Board;
|
•
|
developing, evaluating, and recommending to the Board corporate governance practices applicable to the Company; and
|
•
|
facilitating the annual performance review of the Board and its committees.
|
•
|
professional ethics and integrity;
|
•
|
judgment, business acumen, proven achievement and competence in one’s field;
|
•
|
the ability to exercise sound business judgment;
|
•
|
tenure on the Board and skills that are complementary to the Board;
|
•
|
an understanding of the Company’s business;
|
•
|
an understanding of the responsibilities required of a Board member;
|
•
|
other time commitments, diversity with respect to professional background; and
|
•
|
the current composition, organization, and governance of the Board and its committees.
|
•
|
oversee our overall compensation philosophy and compensation policies, plans and benefit programs;
|
•
|
review and recommend for approval to the Board of Directors compensation for our executive officers and directors;
|
•
|
prepare the compensation committee report that the SEC requires to be included in our annual proxy statement; and
|
•
|
administer our equity compensation plans.
|
Name and principal position
|
| |
Year
|
| |
Salary
($)
|
| |
Option
Awards
($)(1)
|
| |
Other(2)
|
| |
Total
($)
|
Matthew Liotta
Chief Executive Officer
|
| |
2023
|
| |
215,208
|
| |
—
|
| |
4,667
|
| |
219,875
|
|
2022
|
| |
148,333(3)
|
| |
7,381
|
| |
3,867
|
| |
159,581
|
||
Keith Rabin
President(4)
|
| |
2023
|
| |
252,604
|
| |
104,448
|
| |
13,281
|
| |
370,333
|
|
2022
|
| |
154,688(5)
|
| |
12,192
|
| |
6,000
|
| |
172,880
|
||
Nicholas Cooper
Chief Commercial Officer(6)
|
| |
2023
|
| |
207,847
|
| |
—
|
| |
10,006
|
| |
217,853
|
(1)
|
Represents the aggregate grant date fair value of option awards granted under the Volato, Inc. 2021 Equity Incentive Stock
Plan during the 2022 fiscal year, calculated in accordance with Financial Accounting Standards Board ASC Topic 718-Stock Compensation and using the assumptions contained in Note 12 to the financial statements included elsewhere herein.
|
(2)
|
Represents amounts received through the Company’s 401(k) matching policy.
|
(3)
|
Mr. Liotta’s annualized salary increased from $120,000 to $160,000 on April 16, 2022, and increased to $310,000 on August 18,
2023.
|
(4)
|
Mr. Rabin was promoted to President of Volato as of May 1, 2023 and previously served as Chief Financial Officer until
November 28, 2023.
|
(5)
|
Mr. Rabin commenced employment with Volato on April 25, 2022. His annualized salary amount was $225,000 and increased to
$300,000 on August 18, 2023.
|
(6)
|
Mr. Cooper’s annualized salary was $160,000 and increased to $290,000 as of August 18, 2023.
|
|
| |
Option Awards
|
|||||||||
Name
|
| |
Number of
securities
underlying
unexercised
options
(#)
exercisable
|
| |
Number of
securities
underlying
unexercised
options
(#)
unexercisable
|
| |
Option
exercise
price
($)
|
| |
Option
expiration
date
|
Matthew Liotta(1)
|
| |
144,719
|
| |
—
|
| |
$0.16
|
| |
03/10/2027
|
Keith Rabin(1)
|
| |
30,975
|
| |
—
|
| |
$8.52
|
| |
11/26/2033
|
| |
239,053
|
| |
—
|
| |
$0.14
|
| |
11/15/2032
|
|
| |
239,053
|
| |
—
|
| |
$0.14
|
| |
05/18/2032
|
|
Nicholas Cooper(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Represents fully-vested time based option awards.
|
Name
|
| |
Option
awards
($)(1)
|
| |
Total
($)
|
Joan Sullivan Garrett(2)
|
| |
1,107
|
| |
1,107
|
Michael D. Nichols(3)
|
| |
—
|
| |
—
|
Peter Mirabello(4)
|
| |
—
|
| |
—
|
Dana Born(5)
|
| |
—
|
| |
—
|
Katherine Arris Wilson(6)
|
| |
—
|
| |
—
|
(1)
|
Represents the aggregate grant date fair value of option awards granted under the Volato, Inc. 2021 Equity Incentive Stock
Plan during the 2022 fiscal year, calculated in accordance with Financial Accounting Standards Board ASC Topic 718-Stock Compensation and using the assumptions contained in Note 12 to the financial statements included elsewhere herein.
|
(2)
|
Ms. Garrett was granted an option award in the amount of 21,707 shares on December 19, 2022, with 1/24th of the total award
vesting on a monthly basis each month thereafter, subject to continued service through each such vesting date and any additional accelerated vesting granted by the Volato board of directors in connection with the Business Combination.
|
(3)
|
Mr. Nichols was granted an option award in the amount of 21,707 shares on August 15, 2021, with 1/24th of the total award
vesting on a monthly basis each month thereafter, subject to continued service through each such vesting date and any additional accelerated vesting granted by the Volato board of directors in connection with the Business Combination.
|
(4)
|
Mr. Mirabello’s service to the board began on December 1, 2023 and, accordingly, he did not receive a compensation award
during fiscal year 2022.
|
(5)
|
Dr. Born’s service to the board began on December 1, 2023 and, accordingly, she did not receive a compensation award during
fiscal year 2022.
|
(6)
|
Ms. Arris-Wilson’s service to the board began on December 1, 2023 and, accordingly, she did not receive a compensation award
during fiscal year 2022.
|
•
|
Stock covered by awards granted under the 2021 Plan became shares of Volato Class A common stock;
|
•
|
All references in the 2021 Plan to a number of shares of Volato, Inc. common stock were amended to refer instead to that
number of shares of Common Stock as adjusted by the Exchange Ratio, as defined in the Business Combination Agreement;
|
•
|
Employees and consultants of Volato (or any other affiliate of Volato) became eligible to receive awards under the 2021 Plan;
|
•
|
The Compensation Committee became the administrator of the 2021 Plan; and
|
•
|
Certain other minor technical revisions were made.
|
•
|
The 2023 Plan provides for the grant of stock options (both incentive stock options and nonqualified stock options) stock
appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock- and cash-based awards.
|
•
|
We have reserved a pool of shares of Common Stock for issuance pursuant to awards under the 2023 Plan equal to 5,608,690
shares.
|
•
|
The 2023 Plan will be administered by the Board or, if delegated by the Board, the Compensation Committee or such committee
as permitted by the 2023 Plan.
|
•
|
Prudent Share Request and Efficient Use of Equity. Under the terms of the
2023 Plan, no more than 20% of the issued and outstanding shares of our Class A Common Stock as of the date of Closing will be authorized for issuance under the plan (subject to adjustment for anti-dilution purposes). We are committed
to the efficient use of equity awards and are mindful to ensure that our equity compensation program does not overly dilute our existing stockholders. To that end, the Compensation Committee will consider potential stockholder dilution,
including burn rate and overhang, in the design and administration of equity awards.
|
•
|
Independent Committee. The 2023 Plan will be administered by the Compensation
Committee. All members of the Compensation Committee are intended to qualify as “independent” under the NYSE listing standards and as “non-employee directors” under Rule 16b-3 adopted under the Exchange Act.
|
•
|
No Discounted Stock Options or SARs and Limit on Option and SAR Terms. Stock
options and stock appreciation rights, or SARs, must have an exercise price or base price, as applicable, equal to or greater than the fair market value (which is generally defined to be the closing sale price on the trading day
immediately preceding the date of grant) of our Class A Common Stock on the date of grant. In addition, the term of an option or SAR cannot exceed 10 years.
|
•
|
No Stock Option or SAR Repricings Without Stockholder Approval. The 2023 Plan
prohibits the repricing of stock options or SARs without the approval of stockholders. This 2023 Plan provision applies to (i) direct repricings (lowering the exercise price of an option or the base price of an SAR), (ii) indirect
repricings (exchanging an outstanding option or SAR that is under water for cash, for options or SARs with an option price or base price less than that applicable to the original option or SAR, or for another equity award) and (iii) any
other action that would be treated as a repricing under applicable stock exchange rules (subject to anti-dilution adjustments).
|
•
|
Robust Minimum Vesting Requirements for stock-based awards. The 2023 Plan
generally imposes a minimum vesting period of one year for Stock Options, SARs and other stock-based awards other than in the cases of death, disability, retirement or a change in control. The Administrator may provide for the grant of
awards with shorter or no vesting periods but only with respect to awards covering no more than five percent of the shares authorized for issuance under the 2023 Plan and in certain other limited circumstances. We believe that our
vesting and award practices are responsible and further our incentive and retention objectives.
|
•
|
No Automatic “Single Trigger” Vesting Upon Change of Control. The 2023 Plan
provides for double trigger treatment of awards upon a Change of Control and does not provide for automatic “single trigger” change of control vesting. Specifically, awards will vest upon a change of control only if (i) awards are not
assumed, substituted or continued, or (ii) when such awards are assumed, substituted or continued, only if a participant’s employment is terminated beginning six months before and ending one year after the change of control (or such
other period after a change of control as may be stated in a participant’s employment agreement, change in control agreement or similar agreement or arrangement, if applicable after the change of control) and only if such termination of
employment or service is without cause or for good reason. Notwithstanding the prior sentence, unless an individual award agreement expressly provides otherwise, in the event that a participant has entered into, or is a participant in,
an employment agreement, change of control agreement or plan or similar agreement, plan or arrangement with us, the participant will be entitled to the greater of the benefits provided upon a change of control under the 2023 Plan or the
respective employment agreement, change of control agreement or similar agreement, plan or arrangement, and such employment agreement, change of control agreement or similar agreement, plan or arrangement will not be construed to reduce
in any way the benefits otherwise provided to a participant upon the occurrence of a change of control as defined in the 2023 Plan.
|
•
|
Prudent Change of Control Provisions. The 2023 Plan includes prudent “change
of control” triggers such as requiring a change in beneficial ownership of more than 50% of our voting stock or other voting securities or consummation (rather than stockholder approval) of a merger or other transaction in which the
holders of our common stock or other voting securities immediately prior to the transaction have voting control over less than 50% of the voting securities of the surviving corporation immediately after such transaction in order for a
“change of control” to be deemed to have occurred.
|
•
|
Prohibition of Certain Share Recycling, or “Liberal Share Counting”, Practices for
Options and SARs. The 2023 Plan imposes conservative counting and share recycling provisions for awards. For instance, shares subject to awards that are tendered or withheld to satisfy tax withholding requirements, or
payment of an option or SAR exercise price or in connection with net settlement of an award will not be added back for reuse under the 2023 Plan, nor will any shares repurchased on the open market with the portion of the proceeds of an
option exercise that represents payment of the exercise price.
|
•
|
No Grants of “Reload” Awards. The 2023 Plan does not provide for “reload”
awards (the automatic substitution of a new award of like kind and amount upon the exercise of a previously granted award).
|
•
|
Forfeiture and Clawback. The 2023 Plan authorizes the Administrator to
require forfeiture and/or recoupment of plan benefits if a participant engages in certain types of detrimental conduct and to require that a participant be subject to any compensation recovery policy or similar policies that may apply
to the participant or be imposed under applicable laws.
|
•
|
No Dividends or Dividend Equivalents on Unearned Awards. Dividends and
dividend equivalents on awards issued under the 2023 Plan may only be paid if and to the extent the award has vested or been earned, and no dividends may be paid on shares that are subject to options or SARs.
|
•
|
Limits on Transferability of Awards. Unless permitted by the Administrator,
the 2023 Plan does not permit awards to be transferred for value or other consideration.
|
•
|
before the stockholder became an interested stockholder, the board of directors approved either the business combination or
the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned by persons who are directors
and also officers, and employee stock plans, in some instances; or
|
•
|
at or after the time the stockholder became an interested stockholder, the business combination was approved by the board of
directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66 2∕3% of the outstanding voting stock which is not owned by the interested stockholder; or
|
•
|
the business combination is with an interested stockholder who became an interested stockholder at a time when the
restrictions contained in Section 203 did not apply because the corporation’s certificate of incorporation opted out of Section 203.
|
•
|
1% of the total number of shares of such securities then-outstanding; or
|
•
|
the average weekly reported trading volume of such securities during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to the sale.
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
•
|
the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
|
•
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.
|
•
|
each person who is the beneficial owner of more than 5% of the outstanding shares of Common Stock;
|
•
|
each of Volato Group’s named executive officers and directors; and
|
•
|
all of Volato Group’s named executive officers and directors as a group.
|
Name of Beneficial Owner
|
| |
Number of
shares of
Common Stock
Beneficially
Owned
|
| |
Percentage of
shares of
outstanding
Common
Stock
|
Greater than 5% Stockholders:
|
| |
|
| |
|
PROOF Acquisition Sponsor I, LLC(1)
|
| |
5,507,813
|
| |
19.64%
|
Named Executive Officers and Directors:(2)
|
| |
|
| |
|
Matthew Liotta(3)
|
| |
4,932,900
|
| |
17.5%
|
Nicholas Cooper(4)
|
| |
3,466,153
|
| |
12.36%
|
Michael Prachar(5)
|
| |
316,393
|
| |
1.12%
|
Keith Rabin(6)
|
| |
509,081
|
| |
1.78%
|
Mark Heinen
|
| |
—
|
| |
*
|
Katherine Arris-Wilson(7)
|
| |
12,357
|
| |
*
|
Dana Born
|
| |
—
|
| |
*
|
Joan Sullivan Garrett(8)
|
| |
27,214
|
| |
*
|
Peter Mirabello
|
| |
—
|
| |
*
|
Michael Nichols(9)
|
| |
43,415
|
| |
*
|
All directors and named executive officers as a group (10 individuals)
|
| |
8,689,470
|
| |
30.99%
|
*
|
Less than 1%.
|
(1)
|
The business address of this beneficial owner is 11911 Freedom Drive, Suite 1080 Reston, VA 20190. 16,421 of its shares were
forfeit to PACI in connection with the closing of the Business Combination.
|
(2)
|
The business address of each of our officers and directors is 1954 Airport Road, Suite 124, Chamblee, Georgia 30341.
|
(3)
|
Mr. Liotta beneficially owns (i) 3,466,153 shares of Common Stock held by Argand Group LLC in which Mr. Liotta holds shared
voting and dispositive power, (ii) 144,719 shares of Common Stock underlying Options; and (iii) 1,322,118 shares of Common Stock held by PDK Capital, LLC in which Mr. Liotta has sole voting power and shares dispositive power with
Ms. Liotta.
|
(4)
|
Mr. Cooper beneficially owns 3,466,153 shares of Common Stock held by Hoop Capital LLC in which Mr. Cooper holds shared voting
and investment power.
|
(5)
|
Mr. Prachar beneficially owns 316,393 shares of Common Stock underlying Options.
|
(6)
|
Mr. Rabin beneficially owns 509,081 shares of Common Stock underlying Options.
|
(7)
|
Ms. Arris-Wilson beneficially owns 12,357 shares through The Katherine Wilson Revocable Trust for the benefit of
Ms. Arris-Wilson. Ms. Arris-Wilson holds a pecuniary interest in PROOF Acquisition Sponsor I, LLC which holds shares in the Company for which she disclaims beneficial ownership.
|
(8)
|
Ms. Garrett beneficially owns: (i) 5,507 shares of Common Stock; and (ii) 21,707 shares of Common Stock underlying Options.
|
(9)
|
Mr. Nichols beneficially owns 43,415 shares of Common Stock underlying Options.
|
6
|
NTD: Volato to advise whether any changes to shares are necessary.
|
|
| |
Before the Offering(2)
|
| |
After the Offering(3)
|
||||||||||||||||||
Name of Selling Securityholders(1)
|
| |
Number of
Shares of
Class A
Common
Stock
|
| |
Number of
Warrants
|
| |
Number of
Shares of
Class A
Common
Stock
Being
Offered
|
| |
Number of
Warrants
Being
Offered
|
| |
Number of
Shares of
Class A
Common
Stock
|
| |
Percentage of
Shares of
Class A
Common
Stock
|
| |
Number of
Warrants
|
| |
Percentage of
Outstanding
Warrants
|
Proof Acquisition Sponsor I, LLC(4)
|
| |
5,507,813
|
| |
14,455,500
|
| |
5,507,813
|
| |
14,455,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Blackrock, Inc.(5)
|
| |
308,200
|
| |
770,500
|
| |
308,200
|
| |
770,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
PROOF.vc SPV(4)
|
| |
1,067,566
|
| |
—
|
| |
1,067,566
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Roth Capital Partners, LLC(6)
|
| |
284,363
|
| |
—
|
| |
284,363
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Before the Offering(2)
|
| |
After the Offering(3)
|
||||||||||||||||||
Name of Selling Securityholders(1)
|
| |
Number of
Shares of
Class A
Common
Stock
|
| |
Number of
Warrants
|
| |
Number of
Shares of
Class A
Common
Stock
Being
Offered
|
| |
Number of
Warrants
Being
Offered
|
| |
Number of
Shares of
Class A
Common
Stock
|
| |
Percentage of
Shares of
Class A
Common
Stock
|
| |
Number of
Warrants
|
| |
Percentage of
Outstanding
Warrants
|
LSH Partners Securities LLC(7)
|
| |
213,273
|
| |
—
|
| |
213,273
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
BTIG, LLC(8)
|
| |
710,907
|
| |
—
|
| |
710,907
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
*
|
Less than 1%.
|
(1)
|
Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within
60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person
directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in
each case, irrespective of the person’s economic interest in the security. To our knowledge, subject to community property laws where applicable, each person named in the table has sole voting and investment power with respect to the
common stock shown as beneficially owned by such selling stockholder, except as otherwise indicated in the footnotes to the table.
|
(2)
|
The columns “Number of Shares of Class A Common Stock” and “Number of Shares of Class A Common Stock Being Offered” exclude
the number of shares of Class A Common Stock underlying the Private Warrants.
|
(3)
|
Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the
assumption that no other shares of common stock are acquired or sold by the selling stockholder prior to completion of this offering. However, each selling stockholder may sell all, some or none of the shares offered pursuant to this
prospectus and may sell other shares of common stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of
the Securities Act, including under Rule 144.
|
(4)
|
The business address of PROOF Acquisition Sponsor, LLC is 11911 Freedom Drive, Suite 1080, Reston, Virginia 20190. John
Backus, Steve Mullins and Michael Zarlenga are managing members of PROOF Sponsor Management, LLC, the manager of PROOF Acquisition Sponsor I, LLC (“PASI”) and no person individually has the power to vote or control the interests of
PASI. Each individual disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
|
(5)
|
Consists of (i) 11,063 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held
by Blackrock Total Return Bond Fund; (ii) 4,491 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Global Long/Short Credit Fund of Blackrock Funds IV; (iii) 119,659
shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Strategic Income Opportunities Portfolio of Black Rock Funds V; (iv) 72,703 shares of Common Stock which were converted
from Class B Common Stock at the Merger Effective Time held by Blackrock Global Allocation Fund, Inc.; (v) 20,735 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Black Rock
Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.; (vi) 541 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Global Allocation Portfolio of Blackrock
Series Fund, Inc.; (vii) 7,631 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Global Allocation Collective Fund; (viii) 19,506 shares of Common Stock which were
converted from Class B Common Stock at the Merger Effective Time held by Blackrock Capital Allocation Trust; (ix) 16,564 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by
Blackrock ESG Capital Allocation Trust; (x) 2,734 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Strategic Global Bond Fund Inc; (xi) 1,183 shares of Common Stock
which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Investment Management (Australia) Limited As Responsible Entity of the Blackrock Global Allocation Fund (AUST); (xii) 29,444 shares of Common
Stock which were converted from Class B Common Stock at the Merger Effective Time held by Master Total Return Portfolio of Master Bond LLC; (xiii) 1,946 shares of Common Stock which were converted from Class B Common Stock at the Merger
Effective Time held by Strategic Income Opportunities Bond Fund; and (i) 51,838 shares of Common Stock underlying Private Warrants held by Black Rock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.; (ii) 27,657
shares of Common Stock underlying Private Warrants held by Blackrock Total Return Bond Fund; (iii) 11,228 shares of Common Stock underlying Private Warrants held by Blackrock Global Long/Short Credit Fund of Blackrock Funds IV; (iv)
299,148 shares of Common Stock underlying Private Warrants held by Blackrock Strategic Income Opportunities Portfolio of Black Rock Funds V; (v) 181,758 shares of Common Stock underlying Private Warrants held by Blackrock Global
Allocation Fund, Inc.; (vi) 1,351 shares of Common Stock underlying Private Warrants held by Blackrock Global Allocation Portfolio of Blackrock Series Fund, Inc.; (vii) 19,079 shares of Common Stock underlying Private Warrants held by
Blackrock Global Allocation Collective Fund; (viii) 48,765 shares of Common Stock underlying Private Warrants held by Blackrock Capital Allocation Trust; (ix) 41,409 shares of Common Stock underlying Private Warrants held by Blackrock
ESG Capital Allocation Trust; (x) 6,834 shares of Common Stock underlying Private Warrants held by Blackrock Strategic Global Bond Fund Inc; (xi) 2,956 shares of Common Stock underlying Private Warrants held by Blackrock Investment
Management (Australia) Limited As Responsible Entity of the Blackrock Global Allocation Fund (AUST); (xii) 73,612 shares of Common Stock underlying Private Warrants held by Master Total Return Portfolio of Master Bond LLC; and (xiii)
4,865 shares of Common Stock underlying Private Warrants held by Strategic Income Opportunities Bond Fund. The registered holders of the referenced shares are funds and accounts under management by subsidiaries of BlackRock, Inc.
BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable
investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or
investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee
members is 50 Hudson Yards, New York, NY 10001. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc.
|
(6)
|
As members of Roth Capital, Byron Roth and Gordon Roth have voting and dispositive power with respect to the shares held of
record by Roth. The business address of Roth Capital is 888 San Clemente Drive, Suite 400, Newport Beach, California 92660.
|
(7)
|
The business address of LSH Partners Securities LLC is 444 Madison Avenue, Suite 2801 New York, New York 10022.
|
(8)
|
The business address of BTIG, LLC is 600 Montgomery Street, 6th Floor, San Francisco, California 94111.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or other business entity classified as a corporation under U.S. federal income tax law) created or organized
in the United States or under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate the income of which is includible in gross income regardless of source; or
|
•
|
a trust that (A) is subject to the primary supervision of a court within the United States and the control of one or more
U.S. persons, or (B) otherwise has validly elected to be treated as a U.S. domestic trust.
|
•
|
the gain is U.S. trade or business income, as defined above;
|
•
|
the Non-U.S. Holder is an individual who is present in the United States for 183 or more days in the taxable year of the
disposition and meets other conditions (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by certain U.S. source capital losses,
provided the non-U.S holder has timely filed U.S. federal income tax returns with respect to such losses); or
|
•
|
we are or have been a “U.S. real property holding corporation” (a “USRPHC”) under section 897 of the Code at any time during
the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder’s holding period for the Common Stock.
|
•
|
purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
|
•
|
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
|
•
|
block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
|
•
|
an over-the-counter distribution in accordance with the rules of NYSE American;
|
•
|
through trading plans entered into by a Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act that are in place
at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
•
|
settlement of short sales entered into after the date of this prospectus;
|
•
|
distribution to members, partners or equityholders of the Selling Stockholders;
|
•
|
through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise;
|
•
|
through loans or pledges, including to a broker-dealer or an affiliate thereof;
|
•
|
delayed delivery arrangements;
|
•
|
to or through underwriters or agents;
|
•
|
in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at
the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through
sales agents;
|
•
|
in privately negotiated transactions;
|
•
|
in options transactions; and
|
•
|
through a combination of any of the above methods of sale, as described below, or any other method permitted pursuant to
applicable law.
|
Audited Consolidated Financial Statements
|
|||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
7
|
NTD: to be updated when document is final.
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
ASSETS
|
| |
|
| |
|
Current assets:
|
| |
|
| |
|
Cash
|
| |
$
|
| |
$
|
Accounts receivable, net
|
| |
|
| |
|
Deposits
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
|
| |
|
Total current assets
|
| |
|
| |
|
|
| |
|
| |
|
Property and equipment, net
|
| |
|
| |
|
Operating lease, right-of-use assets
|
| |
|
| |
|
Equity-method investment
|
| |
|
| |
|
Deposits
|
| |
|
| |
|
Forward purchase agreement
|
| |
|
| |
|
Restricted cash
|
| |
|
| |
|
Intangibles, net
|
| |
|
| |
|
Goodwill
|
| |
|
| |
|
Total assets
|
| |
$
|
| |
$
|
|
| |
|
| |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| |
|
| |
|
Current liabilities:
|
| |
|
| |
|
Accounts payable and accrued liabilities
|
| |
$
|
| |
$
|
Loan from related party
|
| |
|
| |
|
Convertible notes, net
|
| |
|
| |
|
Operating lease liability
|
| |
|
| |
|
Merger transaction costs payable in shares
|
| |
|
| |
|
Credit facility and other loans
|
| |
|
| |
|
Customer deposits and deferred revenue
|
| |
|
| |
|
Total current liabilities
|
| |
|
| |
|
|
| |
|
| |
|
Deferred income tax liability
|
| |
|
| |
|
Operating lease liability, non-current
|
| |
|
| |
|
Credit facility, non-current
|
| |
|
| |
|
Total liabilities
|
| |
$
|
| |
$
|
COMMITMENTS AND CONTINGENCIES (Note 18)
|
| |
|
| |
|
|
| |
|
| |
|
Shareholders’ equity (deficit):
|
| |
|
| |
|
Common Stock Class A, $
|
| |
|
| |
|
Additional paid-in capital
|
| |
|
| |
|
Stock subscriptions receivable
|
| |
|
| |
(
|
Accumulated deficit
|
| |
(
|
| |
(
|
Total shareholders’ equity (deficit) attributable to
Volato Group, Inc.
|
| |
|
| |
(
|
Total shareholders’ equity (deficit)
|
| |
|
| |
(
|
Total liabilities and shareholders’ equity (deficit)
|
| |
|
| |
$
|
|
| |
For the Years Ended
December 31,
|
|||
|
| |
2023
|
| |
2022
|
Revenue
|
| |
$
|
| |
$
|
|
| |
|
| |
|
Costs and expenses:
|
| |
|
| |
|
Cost of revenue
|
| |
|
| |
|
Selling, general and administrative
|
| |
|
| |
|
Total costs and expenses
|
| |
|
| |
|
|
| |
|
| |
|
Loss from operations
|
| |
(
|
| |
(
|
|
| |
|
| |
|
Other income (expenses):
|
| |
|
| |
|
Gain from deconsolidation of investments
|
| |
—
|
| |
|
Gain from sale of consolidated entity
|
| |
|
| |
|
Gain from sale of equity-method investment
|
| |
|
| |
—
|
Other income
|
| |
|
| |
|
Loss from change in fair value forward purchase agreement
|
| |
(
|
| |
|
Interest expense, net
|
| |
(
|
| |
(
|
Other expenses
|
| |
(
|
| |
(
|
|
| |
|
| |
|
Loss before provision for income taxes
|
| |
(
|
| |
(
|
Provision for incomes taxes (benefit)
|
| |
|
| |
(
|
Net Loss before non-controlling interest
|
| |
(
|
| |
(
|
Less: Net Loss attributable to non-controlling interest
|
| |
|
| |
(
|
Net Loss attributable to Volato Group, Inc.
|
| |
$(
|
| |
$(
|
|
| |
|
| |
|
Basic and Diluted net loss per share
|
| |
$(
|
| |
$(
|
|
| |
|
| |
|
Weighted average common share outstanding:
|
| |
|
| |
|
Basic and diluted
|
| |
|
| |
|
|
| |
Series Seed
Convertible
Preferred Stock
|
| |
Class A
Common Stock
|
| |
Additional
Paid-in
Capital
|
| |
Subscription
Receivable
|
| |
Retained
Deficit
|
| |
Non-
controlling
Interest
|
| |
Total
Shareholders’
Equity
(Deficit)
|
||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||
Balance December 31, 2021
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$
|
| |
$
|
Retroactive application of conversion of Series Seed to
Class A Common Stock
|
| |
|
| |
(
|
| |
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Retroactive application of recapitalization (note 1)
|
| |
|
| |
|
| |
|
| |
(
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Balance as of December 31, 2021, As adjusted
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
(
|
| |
(
|
| |
|
| |
|
Cash collected from subscription receivable
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Change in ownership interest in former subsidiary
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Deconsolidation of former subsidiaries
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
| |
(
|
| |
(
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
| |
(
|
Balance December 31, 2022
|
| |
—
|
| |
$—
|
| |
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$
|
| |
$(
|
|
| |
Series Seed
Convertible
Preferred Stock
|
| |
Class A
Common Stock
|
| |
Additional
Paid-in
Capital
|
| |
Subscription
Receivable
|
| |
Retained
Deficit
|
| |
Non-
controlling
Interest
|
| |
Total
Shareholders’
Equity
(Deficit)
|
||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||
Balance December 31, 2022
|
| |
0
|
| |
$—
|
| |
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
|
$
|
| |
$(
|
|
Cash collected from subscription receivable
|
| |
0
|
| |
—
|
| |
0
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Stock-based compensation
|
| |
0
|
| |
—
|
| |
0
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Issuance of common stock to employees
|
| |
0
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Reverse recapitalization, net of transaction costs
|
| |
0
|
| |
—
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Exercise of stock options
|
| |
—
|
| |
—
|
| |
|
| |
0
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Issuance of preferred Series A-1 shares, converted to
Class A common stock following business combination
|
| |
—
|
| |
—
|
| |
|
| |
0
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Issuance of preferred Series A-2 and A-3 shares from
conversion of notes payable, converted to Class A common stock following business combination
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Net loss
|
| |
0
|
| |
—
|
| |
0
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Balance December 31, 2023
|
| |
0
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |
(
|
| |
|
| |
|
|
| |
For the Years ended
December 31,
|
|||
|
| |
2023
|
| |
2022
|
Operating activities:
|
| |
|
| |
|
Net Loss
|
| |
$(
|
| |
$(
|
Adjustments to reconcile net loss to cash used in operating activities:
|
| |
|
| |
|
Depreciation and amortization expense
|
| |
|
| |
|
Stock compensation expense
|
| |
|
| |
|
Fair value of common stock issued to employees
|
| |
|
| |
|
Gain from sale of equity-method investments
|
| |
(
|
| |
(
|
Gain from sale of consolidated entity
|
| |
(
|
| |
|
Gain (loss) from equity-method investments
|
| |
(
|
| |
|
Deferred income tax benefit
|
| |
|
| |
(
|
Amortization right-of-use asset
|
| |
|
| |
|
Amortization of debt discount
|
| |
|
| |
|
Change in fair value forward purchase agreement
|
| |
|
| |
|
Changes in assets and liabilities:
|
| |
|
| |
|
Accounts receivable
|
| |
(
|
| |
(
|
Prepaid and other current assets
|
| |
(
|
| |
(
|
Deposits
|
| |
(
|
| |
(
|
Account payable and accrued liabilities
|
| |
|
| |
|
Operating lease liability
|
| |
(
|
| |
|
Customers’ deposits and deferred revenue
|
| |
|
| |
|
Net cash used in operating activities
|
| |
(
|
| |
(
|
Investing activities:
|
| |
|
| |
|
Cash payment for property and equipment
|
| |
(
|
| |
(
|
Proceeds from sale of interest in equity-method investment
|
| |
|
| |
|
Payment for acquisition of GCA
|
| |
|
| |
(
|
Payment for the purchase of equity-method investments
|
| |
(
|
| |
|
Proceeds from the sale of consolidated entity
|
| |
|
| |
|
Cash obtained from acquisition of GCA
|
| |
|
| |
|
Net cash provided by investing activities
|
| |
|
| |
|
Financing activities:
|
| |
|
| |
|
Proceeds from lines of credit
|
| |
|
| |
|
Repayments of lines of credit
|
| |
|
| |
(
|
Collection on subscription receivable
|
| |
|
| |
|
Proceeds from issuance of convertible notes
|
| |
|
| |
|
Purchase of forward purchase agreement
|
| |
(
|
| |
|
Proceeds from forward purchase agreement
|
| |
|
| |
|
Proceeds from other loans
|
| |
|
| |
|
Repayment on loans
|
| |
(
|
| |
(
|
Proceeds from business combination
|
| |
|
| |
|
Business combination closing costs
|
| |
(
|
| |
|
Proceeds from the sale of preferred stock
|
| |
|
| |
|
Proceeds from exercise of stock options
|
| |
|
| |
|
Net cash provided by financing activities
|
| |
|
| |
|
Net increase in cash
|
| |
|
| |
|
Cash and restricted cash, beginning of year
|
| |
|
| |
|
Cash and restricted cash, end of period
|
| |
$
|
| |
$
|
|
| |
For the Years ended
December 31,
|
|||
|
| |
2023
|
| |
2022
|
Supplemental disclosure of cash flow information:
|
| |
|
| |
|
Cash paid for interest
|
| |
$
|
| |
$
|
Cash paid for income taxes
|
| |
|
| |
|
Non-Cash Investing and Financing Activities:
|
| |
|
| |
|
Credit facility for the aircraft deposits
|
| |
|
| |
|
Conversion of line of credit to convertible note with related party
|
| |
|
| |
|
Original debt discount
|
| |
|
| |
|
Conversion of preferred stock to common stock class A
|
| |
|
| |
|
Merger transaction cost payable in stock
|
| |
|
| |
|
Liabilities assumed in merger transaction unpaid at 12/31/2023
|
| |
|
| |
|
Initial recognition of right-of-use asset
|
| |
|
| |
|
Fair value adjustment to equity-method investment upon deconsolidation
|
| |
|
| |
|
Acquisition of vehicle – direct finance
|
| |
|
| |
|
Name of Consolidated Subsidiaries or Entities
|
| |
State or
Other Jurisdiction of
Incorporation or
Organization
|
| |
Attributable
Interest
|
Volato, Inc. (Legacy Volato)
|
| |
Georgia
|
| |
|
Gulf Coast Aviation, Inc., renamed Volato Aircraft Management Service
|
| |
Texas
|
| |
|
G C Aviation, Inc.
|
| |
Texas
|
| |
|
Fly Vaunt, LLC
|
| |
Georgia
|
| |
|
Fly Dreams, LLC (until March 3,
2023)
|
| |
Georgia
|
| |
|
•
|
Useful lives of property, plant, and equipment.
|
•
|
Assumptions used in valuing equity instruments.
|
•
|
Deferred income taxes and related valuation allowance.
|
•
|
Assessment of long-lived assets impairment.
|
•
|
Assumptions used in the valuation of the forward purchase agreement
|
Classification
|
| |
Life
|
Machinery and equipment
|
| |
|
Automobiles
|
| |
|
Computer and office equipment
|
| |
|
Website development costs
|
| |
|
•
|
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active
markets that the Company as the ability to access.
|
•
|
Level 2: Inputs to the valuation methodology include:
|
•
|
Quoted prices for similar assets or liabilities in active markets.
|
•
|
Quoted prices for identical or similar assets or liabilities in inactive markets.
|
•
|
Inputs other than quoted prices that are observable for the asset or liability.
|
•
|
Inputs that are derived principally from or corroborated by observable market date by correlation or other means; and
|
•
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the
full term of the asset or liability.
|
•
|
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
| |
Fair Value Measurements as of December 31, 2023 Using
|
|||||||||
|
| |
Quoted Prices in
Active Markets for
Identical Assets (Level 1)
|
| |
Significant Other
Observable Inputs
(Level 2)
|
| |
Significant
Unobservable
Inputs (Level 3)
|
| |
Total
|
Forward Purchase Agreement
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
Forward Purchase
Agreement
|
Balance December 31, 2022
|
| |
$
|
Cash funded
|
| |
|
Proceeds
|
| |
(
|
Change in fair value
|
| |
(
|
Balance December 31, 2023
|
| |
$
|
|
| |
For the Year Ended
December 31, 2023
|
Volume Weighted average stock price (“VWAP”)
|
| |
$
|
Initial Price
|
| |
$
|
Expected Volatility
|
| |
|
Term
|
| |
|
Risk-free Rate
|
| |
|
1.
|
Identification of the contract, or contracts, with a customer.
|
2.
|
Identification of the performance obligation(s) in the contract.
|
3.
|
Determination of the transaction price.
|
4.
|
Allocation of the transaction to the performance obligation(s) in the contract.
|
Aircraft sales
|
| |
$
|
Charter flight revenue
|
| |
$
|
Aircraft Management revenue
|
| |
$
|
Total
|
| |
$
|
Aircraft sales
|
| |
$
|
Charter flight revenue
|
| |
$
|
Aircraft management revenue
|
| |
$
|
Total
|
| |
$
|
(In thousands)
|
| |
Year Ended
December 31,
2023
|
Cash - PACI trust and cash (net of redemptions)
|
| |
$
|
Gross Proceeds
|
| |
$
|
Less Transaction related expenses and other costs
|
| |
(
|
Less Net liabilities assumed from PACI
|
| |
(
|
Net proceeds from the business combination
|
| |
$
|
|
| |
Class A
Common Stock
|
PACI public shareholders
|
| |
|
PACI’s sponsors
|
| |
|
Company’s employees
|
| |
|
Legacy Volato shareholders(1)
|
| |
|
Legacy Volato Series Preferred investors
|
| |
|
Total shares of Common Stock immediately after closing
|
| |
|
(1)
|
The number of Legacy Volato shares was determined from the shares of Legacy Volato shares outstanding immediately prior to
the closing converted at the exchange ratio of approximately
|
|
| |
March 11, 2022
|
Cash
|
| |
$
|
Other consideration transferred
|
| |
|
Purchase price
|
| |
$
|
|
| |
March 11, 2022
|
Cash
|
| |
$
|
Accounts receivable
|
| |
|
Other current assets
|
| |
|
Fixed Assets
|
| |
|
Certificate
|
| |
|
Customer Relationships
|
| |
|
Deferred tax liability
|
| |
(
|
Accounts Payable and Accrued Expenses
|
| |
(
|
Net Assets Acquired
|
| |
$
|
Goodwill
|
| |
|
Total consideration
|
| |
$
|
|
| |
December 31, 2023
|
||||||
|
| |
Cost
|
| |
Accumulated
Amortization
|
| |
Net
|
Customer relationships
|
| |
$
|
| |
$(
|
| |
$
|
|
| |
$
|
| |
$(
|
| |
$
|
|
| |
December 31, 2022
|
||||||
|
| |
Cost
|
| |
Accumulated
Amortization
|
| |
Net
|
Customer relationships
|
| |
$
|
| |
$(
|
| |
$
|
|
| |
$
|
| |
$(
|
| |
$
|
Fiscal years ending December 31,
|
| |
Amount
|
2024
|
| |
$
|
2025
|
| |
|
2026
|
| |
|
2027
|
| |
|
|
| |
$
|
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Intangible asset – Part 135 certificate
|
| |
$
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
|
| |
|
| |
|
Transaction costs payable in common stock
|
| |
$
|
| |
$
|
Total
|
| |
$
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
Machine and equipment
|
| |
$
|
| |
$
|
Automobiles
|
| |
|
| |
|
Website development costs
|
| |
|
| |
|
Computer and office equipment
|
| |
|
| |
|
Software development costs
|
| |
|
| |
|
|
| |
|
| |
|
Less accumulated depreciation
|
| |
(
|
| |
(
|
|
| |
$
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
Deposits on aircraft
|
| |
$
|
| |
$
|
Other deposits
|
| |
|
| |
|
Total deposits
|
| |
$
|
| |
$
|
Less current portion
|
| |
(
|
| |
(
|
Total deposits, non-current
|
| |
$
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
Gulfstream aircraft deposits
|
| |
$
|
| |
$
|
Honda aircraft deposits
|
| |
|
| |
|
Total deposits on aircraft
|
| |
$
|
| |
$
|
Less current portion
|
| |
$(
|
| |
(
|
Total deposits on aircraft non-current
|
| |
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
Investment in Volato 158 LLC
|
| |
$
|
| |
$
|
Investment in Volato 239 LLC
|
| |
|
| |
|
|
| |
$
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
Dennis Liotta, December 2021 –
|
| |
$
|
| |
$
|
Dennis Liotta, March 2023 –
|
| |
|
| |
|
Total notes from related party - current
|
| |
$
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
2022 unsecured convertible notes,
|
| |
$
|
| |
$
|
2023 unsecured convertible notes,
|
| |
|
| |
|
Total unsecured convertible notes, gross
|
| |
|
| |
|
Less unamortized debt discounts
|
| |
|
| |
(
|
|
| |
|
| |
|
Total unsecured convertible notes, net of discount
|
| |
$
|
| |
$
|
Less current portion
|
| |
|
| |
|
Total unsecured convertible notes, net of discount non-current
|
| |
$
|
| |
$
|
|
| |
December 31,
2023
|
| |
December 31,
2022
|
SAC Leasing G280 LLC credit facility,
|
| |
$
|
| |
$
|
Less discounts
|
| |
(
|
| |
(
|
Total credit facility, net of discount
|
| |
$
|
| |
|
|
| |
2023
|
| |
2022
|
Deferred Tax Assets
|
| |
|
| |
|
Allowance for doubtful Accounts
|
| |
$
|
| |
$
|
Investment in Plane Cos LLC
|
| |
|
| |
|
Loss carryforwards
|
| |
|
| |
|
Intangible
|
| |
|
| |
(
|
Interest expense limitations
|
| |
|
| |
|
|
| |
2023
|
| |
2022
|
Other
|
| |
|
| |
|
Total deferred tax assets
|
| |
|
| |
|
Deferred Tax Liabilities
|
| |
|
| |
|
Property and equipment depreciation
|
| |
(
|
| |
(
|
Valuation allowance
|
| |
(
|
| |
(
|
Total deferred tax liabilities
|
| |
(
|
| |
(
|
Net deferred tax assets (liabilities)
|
| |
(
|
| |
(
|
|
| |
2023
|
| |
2022
|
Expected federal income taxes at statutory rate
|
| |
|
| |
|
State and local income taxes
|
| |
|
| |
|
Permanent differences
|
| |
(
|
| |
(
|
Change in valuation allowance
|
| |
(
|
| |
(
|
Other
|
| |
(
|
| |
(
|
Effective income tax rate
|
| |
(
|
| |
|
|
| |
Number of Shares
Authorized
|
| |
Number of Shares
Outstanding As of
December 31,
2023
|
| |
Par
Value
|
Class A Common Stock
|
| |
|
| |
|
| |
$
|
Preferred Stock
|
| |
|
| |
|
| |
$
|
|
| |
Options
|
| |
Weighted
Average
Exercise Price
Per Share
|
| |
Weighted
Average
Remaining
Contractual
Term (years)
|
Outstanding at January 1, 2022
|
| |
|
|
$
|
| |
|
|
Granted
|
| |
|
| |
$
|
| |
—
|
Cancelled
|
| |
|
| |
$—
|
| |
—
|
Exercised
|
| |
|
| |
$—
|
| |
—
|
Outstanding at December 31, 2022
|
| |
|
| |
$
|
| |
|
Granted
|
| |
|
| |
$
|
| |
—
|
Cancelled
|
| |
(
|
| |
$
|
| |
—
|
Exercised
|
| |
(
|
| |
$
|
| |
—
|
Outstanding as of December 31, 2023
|
| |
|
| |
$
|
| |
|
Exercisable as of December 31, 2023
|
| |
|
|
$
|
| |
|
|
| |
Options
Outstanding
|
|||
Exercise Price
|
| |
Shares
|
| |
Life (in years)
|
$
|
| |
|
| |
|
$
|
| |
|
| |
|
$
|
| |
|
| |
|
$
|
| |
|
| |
|
$
|
| |
|
| |
|
$
|
| |
|
| |
|
|
| |
|
| |
|
|
| |
For The Year Ending
December31,
|
|||
|
| |
2023
|
| |
2022
|
Expected term
|
| |
|
| |
- |
Expected volatility
|
| |
|
| |
|
Expected dividends
|
| |
|
| |
|
Risk-free interest rate
|
| |
|
| |
|
Forfeitures
|
| |
|
| |
|
|
| |
Warrants
|
| |
Weighted
Average
Exercise Price
Per Share
|
| |
Weighted
Average
Remaining
Contractual
Term (years)
|
Outstanding as of January 1, 2022
|
| |
|
| |
$
|
| |
|
Granted
|
| |
|
|
|
| |
|
|
Cancelled
|
| |
|
|
|
| |
|
|
Exercised
|
| |
|
| |
|
| |
|
Outstanding as of December 31, 2022
|
| |
|
| |
$
|
| |
|
Granted
|
| |
|
| |
|
| |
|
Cancelled
|
| |
|
|
|
| |
|
|
Exercised
|
| |
|
| |
|
| |
|
Outstanding as of December 31, 2023
|
| |
|
| |
$
|
| |
|
Exercisable as of December 31, 2023
|
| |
|
| |
|
| |
|
For the twelve months ended
December 31,
|
| |
Gulfstream
G280 Fleet
|
2024
|
| |
$
|
2025
|
| |
|
Total expected contractual payments
|
| |
$
|
For the years ended December 31,
|
| |
Operating
Leases
|
2024
|
| |
$
|
2025
|
| |
|
2026
|
| |
|
2027
|
| |
|
TOTAL
|
| |
|
Less amount representing interest
|
| |
(
|
Present value of net minimum
payments (inc. $
|
| |
$
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
SEC registration fee
|
| |
$12,012
|
Legal fees and expenses
|
| |
60,000
|
Accounting fees and expenses
|
| |
40,000
|
Miscellaneous
|
| |
5,000
|
Total
|
| |
$117,012
|
Item 14.
|
Indemnification of Directors and Officers.
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
(a)
|
Exhibits
|
Exhibit No.
|
| |
Description
|
| |
Business Combination Agreement, dated as of August 1, 2023, by and among
PROOF Acquisition Corp I, PACI Merger Corp, Inc., and Volato, Inc. (included as Annex A to PROOF Acquisition Corp I’s Registration Statement on Form S-4 (File No. 333-274082), filed with the Securities and Exchange Commission on
August 18, 2023).
|
|
|
| |
|
| |
Second Amended and Restated Certificate of Incorporation of Volato Group,
Inc. (included as Annex B to PROOF Acquisition Corp I’s Registration Statement on Form S-4 (File No. 333-274082), filed with the Securities and Exchange Commission on August 18, 2023).
|
|
|
| |
|
| |
Second Amended and Restated Bylaws of PROOF Acquisition Corp I (incorporated
by reference to Exhibit 3.5 to PROOF Acquisition Corp I’s Registration Statement on Form S-4 (File No. 333-274082), filed with the Securities and Exchange Commission on August 18, 2023).
|
|
|
| |
|
| |
Specimen Class A Common Stock Certificate of Volato Group, Inc (incorporated
by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Specimen Warrant Certificate (Incorporated by reference to the corresponding
exhibit the Company’s Registration Statement on Form S-l (File No. 333-261015), filed with the SEC on November 12, 2021).
|
|
|
| |
|
| |
Warrant Agreement between the Company and Continental Stock Transfer &
Trust Company, dated as of December 17, 2020 (Incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6, 2021).
|
|
| |
Opinion of Womble Bond Dickinson (US) LLP.
|
|
|
| |
|
Exhibit No.
|
| |
Description
|
| |
Volato Group, Inc. 2023 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to our Registration Statement on Form S-8 (File No. 333-276874), filed with the Securities and Exchange Commission on February 5, 2024).
|
|
|
| |
|
| |
Volato, Inc. 2021 Equity Incentive Plan (incorporated by reference to
Exhibit 10.2 to our Registration Statement on Form S-8 (File No. 333-276874), filed with the Securities and Exchange Commission on February 5, 2024).
|
|
|
| |
|
| |
Employment Agreement, dated December 1, 2023, between Volato Group, Inc.,
Volato, Inc. and Nicholas Cooper (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Employment Agreement, dated December 1, 2023, between Volato Group, Inc.,
Volato, Inc. and Steven Drucker (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Employment Agreement, dated December 1, 2023, between Volato Group, Inc.,
Volato, Inc. and Mark Heinen (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Employment Agreement, dated December 1, 2023, between Volato Group, Inc.,
Volato, Inc. and Matthew Liotta (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Employment Agreement, dated December 1, 2023, between Volato Group, Inc.,
Volato, Inc. and Michael Prachar (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Employment Agreement, dated December 1, 2023, between Volato Group, Inc.,
Volato, Inc. and Keith Rabin (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Form of Amended and Restated Registration Rights Agreement, dated
December 1, 2023, by and among PROOF Acquisition Corp I, PROOF Acquisition Sponsor I, LLC and certain other securities holders named therein (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the
SEC on December 7, 2023).
|
|
|
| |
|
| |
Form of Lock-up Agreement ((incorporated by reference to Exhibit 10.13 to
PROOF Acquisition Corp I’s Registration Statement on Form S-4 (File No. 333-274082), filed with the Securities and Exchange Commission on August 18, 2023).
|
|
|
| |
|
| |
Amendment to Letter Agreement, dated November 30, 2023, by and between PROOF
Acquisition Corp I and LSH Partners Securities LLC (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Amendment to Letter Agreement, dated December 1, 2023, by and among BTIG,
LLC and Volato, Inc (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Amendment to Letter of Advisory Engagement, dated as of December 1, 2023, by
and between Volato, Inc. and Roth Capital Partners, LLC (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
|
|
| |
|
| |
Pre-Delivery Payment Agreement, dated effective as of October 5, 2022, by
and between Volato, Inc. and SAC Leasing V280, LLC (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).
|
Exhibit No.
|
| |
Description
|
| |
Form of Employee Invention Assignment, Restrictive Covenants, and
Confidentiality Agreement (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on January 16, 2024).
|
|
|
| |
|
| |
Consent of Rose Snyder Jacobs, LLP
|
|
|
| |
|
| |
Consent of Womble Bond Dickinson (US) LLP (included as part of Exhibit 5.1).
|
|
|
| |
|
| |
Power of Attorney.
|
|
|
| |
|
| |
Volato Group, Inc. Clawback Policy (incorporated by reference herein from
the Company’s Current Report on Form 10-K filed with the SEC on March 26, 2023).
|
|
|
| |
|
101.INS
|
| |
XBRL Instance Document-this instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
| |
|
101.SCH
|
| |
XBRL Taxonomy Extension Schema Document.
|
|
| |
|
101.CAL
|
| |
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
| |
|
101.DEF
|
| |
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
| |
|
101.LAB
|
| |
XBRL Taxonomy Extension Label Linkbase Document.
|
|
| |
|
101.PRE
|
| |
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
| |
|
104
|
| |
Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101).
|
|
| |
|
| |
Filing Fee Table.
|
#
|
Indicates management contract or compensatory plan or arrangement.
|
*
|
Previously filed.
|
(b)
|
Financial Statements. The financial statements filed as part of this registration statement are listed in the index to the
financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.
|
Item 17.
|
Undertakings.
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration
Statement:
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act.
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration Statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective
|
(3)
|
To remove from registration by means of a post-effective amendment any of the Common Stock being registered which remain
unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in
the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for the purpose of determining our liability under the Securities Act to any purchaser in the initial distribution of
the Common Stock, we undertake that in a primary offering of the Common Stock pursuant to this Registration Statement, regardless of the underwriting method used to sell the Common Stock to the purchaser, if the Common Stock is offered
or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell the Common Stock to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of us relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of us or used or referred to by us;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about us or the
Common Stock provided by or on behalf of us; and
|
(iv)
|
Any other communication that is an offer in the offering made by us to the purchaser.
|
|
| |
VOLATO GROUP, INC.
|
|||
|
| |
By:
|
| |
/s/ Matthew Liotta
|
|
| |
Name:
|
| |
Matthew Liotta
|
|
| |
Title:
|
| |
Chief Executive Officer
|
Name
|
| |
Title
|
| |
Date
|
Matthew Liota
|
| |
Chief Executive Officer and Director
(Principal Executive Officer)
|
| |
April 2, 2024
|
Matthew Liotta
|
| |||||
|
| |
|
| |
|
Mark Heinen
|
| |
Chief Financial Officer
(Principal Financial and Accounting
Officer)
|
| |
April 2, 2024
|
Mark Heinen
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
April 2, 2024
|
Katherine Arris-Wilson
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
April 2, 2024
|
Dana Born
|
| |||||
|
| |
|
| |
|
*
|
| |
Chief Commercial Officer and Director
|
| |
April 2, 2024
|
Nicholas Cooper
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
April 2, 2024
|
Joan Sullivan Garrett
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
April 2, 2024
|
Peter Mirabello
|
| |||||
|
| |
|
| |
|
*
|
| |
Director
|
| |
April 2, 2024
|
Michael Nichols
|
|
*By:
|
| |
/s/Matthew Liotta
|
| |
|
Name:
|
| |
Matthew Liotta
|
| |
|
Title:
|
| |
Attorney-in-Fact
|
| |
|