Basic Stats
| CIK | 1853070 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Volato Group, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| September 5, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) VOLATO GROUP, INC. |
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| September 5, 2025 |
As filed with the Securities and Exchange Commission on September 5, 2025 As filed with the Securities and Exchange Commission on September 5, 2025 Registration No. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLA |
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| August 14, 2025 |
Volato Delivers Strong Q2 Earnings Accelerates Debt Reduction Ahead of Transformational Merger Volato Delivers Strong Q2 Earnings Accelerates Debt Reduction Ahead of Transformational Merger Atlanta, GA – August 14, 2025 – Volato Group, Inc. |
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| July 29, 2025 |
Exhibit 99.1 Volato Enters $320 Billion Critical Minerals Marketi with Execution of Definitive Agreement to Acquire M2i Global Proposed Business Combination Will Create a Public Company that Aligns with U.S. Mineral Independence Strategy Atlanta, GA and Reno, NV – July 29, 2025 (Globe Newswire) – Volato Group, Inc. (“Volato”) (NYSE American: SOAR), a technology-driven private aviation company and |
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| July 29, 2025 |
Form of Stockholder Voting and Support Agreement. Exhibit 10.1 Execution Version STOCKHOLDER VOTING AND SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 28, 2025, by and among M2i Global, Inc., a Nevada corporation (“M2i”), Volato Group, Inc., a Delaware corporation (“Volato”), Volato Merger Subsidiary, Inc., a Nevada corporation (the “Merger Sub”) and the stockholders listed out on Schedule A of thi |
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| July 29, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: VOLATO GROUP, INC.; VOLATO MERGER SUBSIDIARY, INC.; and M2i GLOBAL, INC. Dated as of July 28, 2025 TABLE OF CONTENTS Page Section 1. Definitions and Interpretative Provisions. 2 1.1. Definitions. 2 1.2. Other Definitional and Interpretative Provisions. 17 Section 2. Description of Transaction. 17 2.1. The Merger.. |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| July 24, 2025 |
VOLATO GROUP, INC. 2025 STOCK INCENTIVE PLAN VOLATO GROUP, INC. 2025 STOCK INCENTIVE PLAN 1.Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a)Administrator means the Board and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee. (b)Affiliate means any Parent or Subsidiary of the Company, and also i |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| July 21, 2025 |
Form of Third Tranche 10% Original Issue Discount Senior Unsecured Convertible Promissory Note. Exhibit 4.1 FORM OF THIRD TRANCHE CONVERTIBLE NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, M |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| June 27, 2025 |
Note About Forward-Looking Statements Table of Contents Note About Forward-Looking Statements This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| June 13, 2025 |
Form of Second Tranche 10% Original Issue Discount Senior Unsecured Convertible Promissory Note. Exhibit 4.1 FORM OF CONVERTIBLE NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFE |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| June 9, 2025 |
4,067,553 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration No. 333-287015 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated May 14, 2025) 4,067,553 SHARES OF COMMON STOCK This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in the prospectus dated May 14, 2025 (the “Prospectus”) relating to the resale from time to time of up to 4,067,553 shares of comm |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 5, 2025 |
4,067,553 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration No. 333-287015 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated May 14, 2025) 4,067,553 SHARES OF COMMON STOCK This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in the prospectus dated May 14, 2025 (the “Prospectus”) relating to the resale from time to time of up to 4,067,553 shares of comm |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOL |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 15, 2025 |
Volato Reports Positive Net Income in Q1 2025 and Over $20 Million in Debt Reduction; Targets Additional Settlements and Capital Raise to Extend Operating Runway Atlanta, GA – May 15, 2025 – Volato Group, Inc. |
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| May 14, 2025 |
Volato Group, Inc. 4,067,553 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287015 PROSPECTUS Volato Group, Inc. 4,067,553 Shares of Common Stock This prospectus relates to the resale from time to time of up to 4,067,553 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Volato Group, Inc. (“we”, “us”, “our” or the “Company”) by the selling stockholder identified herein (collectively, with |
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| May 12, 2025 |
Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 May 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Volato Group, Inc. Registration Statement on Form S-1 File No. 333-287015 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, |
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| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025. As filed with the Securities and Exchange Commission on May 9, 2025. Registration No. 333-287015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporation o |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 7, 2025 |
As filed with the Securities and Exchange Commission on May 7, 2025. As filed with the Securities and Exchange Commission on May 7, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporation or organization) (Primary |
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| May 7, 2025 |
Exhibit 10.12 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among Volato Group, Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the “Company”), and the investor signatory hereto (the “Buyer”). RECITALS A. The Company and the Buyer desire to enter into this transactio |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 7, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) VOLATO GROUP, INC. |
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| May 7, 2025 |
Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is made by and between JAK Opportunities IX LLC, a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individu |
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| May 7, 2025 |
Exhibit 3.1 |
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| May 6, 2025 |
Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] May 7, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar and Karina Dorin Re: Volato Group, Inc. Draft |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| April 10, 2025 |
Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is made by and between JAK Opportunities IX LLC, a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individu |
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| April 10, 2025 |
Exhibit 10.12 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among Volato Group, Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the “Company”), and the investor signatory hereto (the “Buyer”). RECITALS A. The Company and the Buyer desire to enter into this transactio |
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| April 10, 2025 |
As confidentially submitted to the Securities and Exchange Commission on April 10, 2025. |
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| April 7, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| April 7, 2025 | ||
| March 31, 2025 |
Delaware The First State Page 1 5527927 8100 Authentication: 202968527 SR# 20250603986 Date: 02-19-25 You may verify this certificate online at corp. |
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| March 31, 2025 |
Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Volato Group, Inc. is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read our Charter in its entirety, which is included as Exhibit 3.1 to this Annual Report on Form 10-K, and the applicable definitive documents governing our Warrants |
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| March 31, 2025 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF VOLATO GROUP, INC. Subsidiary Jurisdiction of Incorporation Volato, Inc. (Legacy Volato) Georgia Gulf Coast Aviation, Inc. Texas G C Aviation, Inc. d/b/a Volato Texas Fly Vaunt, LLC Georgia |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO G |
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| March 31, 2025 |
11/24/23, 10:44 AM sec.gov/Archives/edgar/data/1853070/000114036123040513/ny20009935x1ex3-5.htm https://www.sec.gov/Archives/edgar/data/1853070/000114036123040513/ny20009935x1ex3-5.htm 1/32 EX-3.5 2 ny20009935x1ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 SECOND AMENDED AND RESTATED BYLAWS OF VOLATO GROUP, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant t |
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| March 31, 2025 |
VOLATO GROUP, INC. INSIDER TRADING POLICY (Adopted by the Board of Directors on December 1, 2023. Effective at the Merger Effective Time associated with the Company’s business combination.) A. POLICY OVERVIEW Volato Group, Inc. (together, with its subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to enable Company employees and service providers to co |
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| March 21, 2025 |
Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] March 21, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris Re: Volato Group, Inc. Revised Preliminary |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting |
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| March 17, 2025 |
March 17, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar and Karina Dorin Re: Volato Group, Inc. Registration Statement on Form S-3 Originally Filed January 13, 2025 File No. 333-284241 Dear Ms. Majmudar and Ms. Dorin: Pursuant to Rule 477 promulgated under the Securi |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting |
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| February 28, 2025 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] February 28, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris Re: Volato Group, Inc. Preliminary Proxy |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 31, 2025 |
As filed with the Securities and Exchange Commission on January 31, 2025 As filed with the Securities and Exchange Commission on January 31, 2025 Registration No. |
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| January 31, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is made by and between JAK Opportunities IX LLC, a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individua |
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| January 31, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, `is by and among Volato Group, Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the “Company”), and the investor signatory hereto (the “Buyer”). RECITALS A. The Company and the Buyer desire to enter into this transactio |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant t |
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| January 27, 2025 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] January 27, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Purcell and Daniel Morris Re: Volato Group, Inc |
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| January 13, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) VOLATO GROUP, INC. |
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| January 13, 2025 |
As filed with the Securities and Exchange Commission on January 13, 2025 As filed with the Securities and Exchange Commission on January 13, 2025 Registration No. |
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| January 10, 2025 |
Note About Forward-Looking Statements Table of Contents Note About Forward-Looking Statements This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. |
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| January 10, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant t |
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| December 26, 2024 |
Volato Group Announces Resolution of Non-Compliance with the NYSE American Rules Volato Group Announces Resolution of Non-Compliance with the NYSE American Rules Atlanta, GA – December 24, 2024 – Volato Group, Inc. |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 26, 2024 |
New York Stock Exchange nyse.com December 19, 2024 Mr. Matthew Liotta Chief Executive Officer Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, GA 30341 Dear Mr. Liotta: NYSE Regulation is issuing this public Warning Letter to Volato Group, Inc. (the “Company”) as provided for in Section 1009(a) of the NYSE American LLC (the “Exchange”) Company Guide (the “Company Guide”). The Warning Lett |
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| December 9, 2024 |
December 9, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Claudia Riuo Re: Volato Group, Inc. Registration Statement on Form S-1 Originally Filed April 24, 2024 File No. 333-278913 Dear Claudia Rios: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Volato Group, |
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| December 5, 2024 |
updatedex41-soarformofco FORM OF CONVERTIBLE NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. |
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| December 5, 2024 |
updatedex102-soarformofn REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , is made by and between , a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC. |
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| December 5, 2024 |
updatedex101-soarspawith SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among Volato Group, Inc. |
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| December 5, 2024 |
Prospectus Supplement No. 15 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 29, 2024 |
Prospectus Supplement No. 14 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove |
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| November 20, 2024 |
Prospectus Supplement No. 13 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove |
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| November 19, 2024 |
a20231201volatogroupxar Delaware The First State Page 1 5527927 8100 Authentication: 204703867 SR# 20234106450 Date: 12-01-23 You may verify this certificate online at corp. |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 |
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| November 19, 2024 |
THIRD AMENDED AND RESTATED BYLAWS OF VOLATO GROUP, INC. (THE “CORPORATION”) ARTICLE II STOCKHOLDERS MEETINGS Section 2.4. Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation of the Corporation, as the same may be amended or restated from time to time (the ‘‘Certificate of Incorporation’’), or these Second Amended and Restated Bylaws, as the same may be amended |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 18, 2024 |
Volato Reports Third Quarter 2024 Results Volato Begins Turnaround with Positive Third Quarter Momentum Achieved Positive Adjusted EBITDA of $3. |
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| November 18, 2024 |
Prospectus Supplement No. 12 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove |
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| November 14, 2024 |
SOAR / Volato Group, Inc. / Vellar Opportunities Fund Master, Ltd. Passive Investment SC 13G/A 1 cohenco-soar093024a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* VOLATO GROUP, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 74349W104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 001-41104 FORM 12b-25 CUSIP NUMBER: 74349W104 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: September 30, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 8, 2024 | ||
| November 8, 2024 |
Prospectus Supplement No. 11 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 1, 2024 |
volato-xcertificatexofx WBD (US) 4867-2221-6435 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLATO GROUP, INC. |
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| November 1, 2024 |
Prospectus Supplement No. 10 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove |
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| October 8, 2024 |
Prospectus Supplement No. 9 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| September 18, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11. |
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| September 13, 2024 |
Prospectus Supplement No. 8 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 9, 2024 |
Volato Announces Acceptance of Compliance Plan by NYSE American Volato Announces Acceptance of Compliance Plan by NYSE American ATLANTA-(BUSINESS WIRE)—Volato Group, Inc (“Volato,” or the “Company”) (NYSE American: SOAR), today announced that the NYSE American LLC (the "NYSE American") has accepted the Company's plan of compliance for continued listing on the exchange. |
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| September 9, 2024 |
Prospectus Supplement No. 7 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| September 4, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| September 3, 2024 |
1 AIRCRAFT MANAGEMENT SERVICES AGREEMENT This Aircraft Management Services Agreement (this "Agreement"), is made and entered as of September 2, 2024 (the “Effective Date”), by and among flyExclusive, Inc. |
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| September 3, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 3, 2024 |
Prospectus Supplement No. 6 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| August 29, 2024 |
INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , between Volato Group, Inc. |
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| August 29, 2024 |
Prospectus Supplement No. 5 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| August 29, 2024 |
VOLATO GROUP, INC. 2023 STOCK INCENTIVE PLAN Stock Option Agreement THIS AGREEMENT (together with the Grant Notice attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on the Grant Notice, is between VOLATO GROUP, INC., a Delaware corporation (the “Company”), and the individual identified on the Grant Notice attached hereto, an Employee, Director or Independent |
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| August 23, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| August 19, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| August 19, 2024 |
Prospectus Supplement No. 4 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| August 19, 2024 |
Volato Announces Fleet Update and Cost Efficiency Measures Volato Announces Fleet Update and Cost Efficiency Measures Atlanta, GA – August 19, 2024 – Volato Group, Inc. |
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| August 16, 2024 |
1 #507053739v1 COUNTERPART 1 OF 4. IN THE EVENT THAT THIS DOCUMENT IS DEEMED TO CONSTITUTE “CHATTEL PAPER” AND MULTIPLE ORIGINAL COUNTERPARTS HAVE BEEN EXECUTED BY THE PARTIES HERETO, THEN COUNTERPART NO. 1 OF 4 ORIGINAL COUNTERPARTS SHALL BE DEEMED THE ONLY ORIGINAL FOR PURPOSES OF DETERMINING WHICH ORIGINAL COUNTERPART CONSTITUTES THE CHATTEL PAPER RESULTING FROM THE INSTANT TRANSACTION. AIRCRAF |
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| August 16, 2024 |
#506663188v1 AIRCRAFT PURCHASE AND SALE AGREEMENT THIS AIRCRAFT PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into effective as of August 9, 2024 (the “Effective Date”) by and among VOLATO, INC. |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| August 16, 2024 |
Prospectus Supplement No. 3 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| August 14, 2024 |
Prospectus Supplement No. 2 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover |
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| August 14, 2024 | ||
| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLA |
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| August 14, 2024 |
Q2 2024 EARNINGS August 14, 2024 Customer Designed, Modern, and Efficient ® NYSE: SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws. |
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| August 14, 2024 | ||
| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| August 1, 2024 |
** PLEASE READ CAREFULLY ** Dear Borrower, we are glad to welcome you to our unique financing program. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| July 26, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. |
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| July 26, 2024 |
As filed with the Securities and Exchange Commission on July 26, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 26, 2024 Registration Statement No. |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| July 23, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. |
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| July 23, 2024 |
As filed with the Securities and Exchange Commission on July 23, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 23, 2024 Registration Statement No. |
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| July 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| July 19, 2024 |
Volato Reports Operational KPIs for the Second Quarter 2024 Introduces Contribution KPI Demonstrating Improvements in Margin Atlanta, GA – July 18, 2024 – Volato Group, Inc. |
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| July 19, 2024 |
INVESTOR PRESENTATION JULY 2024 ENJOY FLYING MORE ® NYSE:SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws. |
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| July 16, 2024 |
Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| July 16, 2024 |
As filed with the Securities and Exchange Commission on July 16, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 16, 2024 Registration Statement No. |
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| July 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. |
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| June 24, 2024 |
Volato Announces Receipt of Continued Listing Standards Notice from NYSE American Volato Announces Receipt of Continued Listing Standards Notice from NYSE American Atlanta, GA – (BusinessWire) - June 21, 2024 - Volato Group, Inc. |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| June 24, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| June 21, 2024 |
Volato Announces Receipt of Continued Listing Standards Notice from NYSE American Volato Announces Receipt of Continued Listing Standards Notice from NYSE American Atlanta, GA – (BusinessWire) - June 21, 2024 - Volato Group, Inc. |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N |
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| June 7, 2024 |
INVESTOR PRESENTATION JUNE 2024 ENJOY FLYING MORE ® NYSE:SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws. |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 23, 2024 |
Exhibit 4.6 Lock-Up Agreement [ ], 2024 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Re: Volato Group, Inc. Proposed Offering Ladies and Gentlemen: The undersigned understands that you (“AGP” and “Roth,” or collectively, the “Placement Agents”) propose to enter into a Pla |
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| May 23, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. |
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| May 23, 2024 |
Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| May 23, 2024 |
WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC. Exhibit 4.4 WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC. Warrant Shares: Original Issuance Date: [ ], 2024 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Orig |
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| May 23, 2024 |
As filed with the Securities and Exchange Commission on May 23, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 23, 2024 Registration Statement No. |
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| May 23, 2024 |
PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC. Exhibit 4.3 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC. Warrant Shares: Original Exercise Date: [ ], 2024 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim |
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| May 23, 2024 |
[The remainder of this page has been intentionally left blank.] Exhibit 1.1 A.G.P./Alliance Global Partners Roth Capital Partners, LLC 590 Madison Avenue, 28th Floor 888 San Clemente Drive, Suite 400 New York, NY 10022 Newport Beach, CA 92660 May [ ], 2024 Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 Attention: Matthew Liotta Re: Placement Agency Agreement Dear Mr. Liotta: Subject to the terms and conditions of this letter agreement |
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| May 16, 2024 |
Table of Contents Prospectus Supplement No. 1 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated Apr |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOL |
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| May 15, 2024 |
Volato Reports First Quarter 2024 Results Announces $14.5 Million in New Financing Grew Flight Hours 39% and Blended Yield 8% Year-over-Year Expect Delivery of 10-12 New Aircraft in FY 2024 Atlanta, GA – May 15, 2024 – Volato Group, Inc. (NYSE American: SOAR) (“Volato” or the “Company”), a leading private aviation company and the largest HondaJet operator in the United States, today announced resu |
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| May 15, 2024 |
✓ ✓ ✓ ✓ ✓ ✓ • • • • • • • • • • • • • o • o • o o • o o • o • o • • • • • • • • • • • volato1q24earningspresen ✓ ✓ ✓ ✓ ✓ ✓ • • • • • • • • • • • • • o • o • o o • o o • o • o • • • • • • • • • • • |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 24, 2024 |
Exhibit 107 Form S-1 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share 457(o) — — $25,000,000 0.00014760 |
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| April 24, 2024 |
Exhibit 99.1 ® ENJOY FLYING MORE INVESTOR PRESENTATION APRIL 2024 NYSE:SOAR Disclaimer 2 Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws. Forward-looking statements generally relate to management’s current expectations, hopes, beliefs, intentions, strategies, or projectio |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| April 24, 2024 |
Volato Reports Operational KPIs for the First Quarter 2024 Volato Reports Operational KPIs for the First Quarter 2024 Atlanta, GA – April 18, 2024 – Volato Group, Inc. |
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| April 24, 2024 |
As filed with the Securities and Exchange Commission on April 24, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 24, 2024 Registration Statement No. |
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| April 24, 2024 |
Exhibit 99.2 Volato Announces Changes to Board Composition Volato to Announce First Quarter 2024 Results on Wednesday, May 15, 2024 Atlanta, GA – April 23, 2024 – Volato Group, Inc. (“Volato,” or the “Company”) (NYSE American: SOAR) today announced that it has appointed Christopher G. Burger and Fred A. Colen to the Company’s Board of Directors. As part of this announcement, Joan Sullivan Garrett, |
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| April 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| April 19, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-276479 PROSPECTUS VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders This prospectus relates to the offer and sale, from time to time, by the selling stockholders named in th |
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| April 17, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-276479 PROSPECTUS VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders This prospectus relates to the offer and sale, from time to time, by the selling stockholders named in th |
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| April 11, 2024 |
Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 (844) 399-8998 Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 (844) 399-8998 April 11, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Volato Group, Inc. Registration Statement on Form S-1 File No. 333-276479 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securitie |
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| April 2, 2024 |
As filed with the Securities and Exchange Commission on April 2, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 2, 2024 Registration No. |
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| April 2, 2024 |
April 2, 2024 Via EDGAR Michael Purcell United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N. |
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| March 26, 2024 |
✓ • ✓ • ✓ ✓ • • ✓ • • • • • • • • • • • • • • • • • Volato’s fractional model incentivizes owners to acquire a larger share than required by anticipated usage, providing Volato excess aircraft availability ~70% compared to the traditional industry average of 5-10%1 per year per Fractional Aircraft. • • • • • • • • • • • • • • • • o • o • o o • o o • o • o • • • • • • • • • • • |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| March 26, 2024 |
VOLATO GROUP, INC. CLAWBACK POLICY VOLATO GROUP, INC. CLAWBACK POLICY 1. Purpose. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”) and the Board believe it is desirable and in the best interests of the Company and its stockholders to maintain a culture that emphasizes accountability and integrity and that discourages conduct detrimental to the Company and its |
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| March 26, 2024 |
Volato Group, Inc. List of Subsidiaries Exhibit 21.1 Volato Group, Inc. List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Formation Volato, Inc. Georgia Fly Vaunt, LLC Georgia Gulf Coast Aviation, Inc. Texas G C Aviation, Inc. d/b/a Volato Texas |
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| March 26, 2024 |
DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Volato Group, Inc. |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO G |
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| March 26, 2024 |
Volato Reports Fourth Quarter and Full Year 2023 Results Improved Demand Mix Drove Higher Blended Yield and Aircraft Usage Revenue Increased Size of Floating Fleet in FY 2023 to 24 HondaJet IIs Expect Delivery of 10-14 New Aircraft in FY 2024 Atlanta, GA – March 26, 2024 - Volato Group, Inc. |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| February 21, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 21, 2024 |
INVESTOR PRESENTATION FEBRUARY 2024 ENJOY FLYING MORE ® NYSE:SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws. |
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| February 14, 2024 |
SOAR / Volato Group, Inc. / Vellar Opportunities Fund Master, Ltd. Passive Investment SC 13G/A 1 cohenco-soar123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* VOLATO GROUP, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 74349W104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2024 |
SOAR / Volato Group, Inc. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245838d14sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1 ) Volato Group, Inc. (f/k/a PROOF Acquisition Corp I) (Name of Issuer) Class A common stock, $0.000 |
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| February 14, 2024 |
SC 13G 1 tm246034d30sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Volato Group, Inc. (Name of Issuer) Class A (Title of Class of Securities) 74349W203 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 9, 2024 |
As filed with the Securities and Exchange Commission on February 9, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 9, 2024 Registration No. |
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| February 9, 2024 |
February 9, 2024 Michael Purcell United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N. |
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| February 7, 2024 |
SOAR / Volato Group, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 p24-0470sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Volato Group, Inc. (formerly known as PROOF Acquisition Corp I) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) December 31, 2023 (Date of event which requires f |
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| February 5, 2024 |
Exhibit 107 Form S-8 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity(3) Common Stock, par value $0.0001 per share 457(c) and 457(h) 5,608,690 |
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| February 5, 2024 |
Exhibit 10.2 VOLATO GROUP, INC. 2021 EQUITY INCENTIVE STOCK PLAN (AS ASSUMED BY VOLATO GROUP, INC. AND AMENDED AND RESTATED) EFFECTIVE DECEMBER 1, 2023 (Formerly, the Volato, Inc. 2021 Equity Incentive Plan) 1. Purposes of the Plan. The purposes of this 2021 Equity Incentive Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide ad |
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| February 5, 2024 |
As filed with the Securities and Exchange Commission on February 5, 2024 As filed with the Securities and Exchange Commission on February 5, 2024 Registration No. |
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| February 5, 2024 |
VOLATO GROUP, INC. 2023 STOCK INCENTIVE PLAN Exhibit 10.1 VOLATO GROUP, INC. 2023 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a) Administrator means the Board and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee. (b) Affiliate means any Parent or Subsidiary of the Com |
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| January 26, 2024 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 26, 2024. EX-99.2 3 tm243910d5ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 26, 2024 |
PACI / PROOF Acquisition Corp I - Class A / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243910d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* VOLATO GROUP, INC. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 74349W104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| January 26, 2024 |
Joint Filing Agreement, dated as of January 26, 2024, among the Reporting Persons. EX-99.1 2 tm243910d5ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of VOLATO GROUP, INC. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit |
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| January 22, 2024 |
Exhibit 99.2 Volato Expands Operational KPI Disclosures Key Metrics Reflect Improvements in Customer Mix and Growth in Yield per Flight Hour Atlanta, GA - January 22, 2024 – Volato Group, Inc. (“Volato,” or the “Company”) (NYSE American: SOAR), a leading private aviation company in the United States, today supplemented its January 4, 2024 disclosure of Key Performance Indicators (KPIs) with Empty |
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| January 22, 2024 |
Exhibit 99.1 Volato Reports Operational KPIs for 2023 Steady Growth in Volato’s Key Metrics Reflect Strong Customer Engagement Atlanta, GA – January 4, 2024 – Volato Group, Inc. (NYSE American: SOAR), a leading private aviation company in the United States, today announced three Key Performance Indicators (KPIs), including Total Flight Hours, Light Jet Market Share and Net Promoter Score, to provi |
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| January 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File |
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| January 16, 2024 |
Exhibit 10.1 VOLATO, INC. EMPLOYEE INVENTION ASSIGNMENT, RESTRICTIVE COVENANTS, AND CONFIDENTIALITY AGREEMENT This Employee Invention Assignment, Restrictive Covenants, and Confidentiality Agreement (the “Agreement”) is made and entered into as of January , 2024, to be effective December 1, 2023 (the “Effective Date”), by and among [Employee Name] (the “Employee”), Volato Group, Inc. (fka PROOF Ac |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. |
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| January 12, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Volato Group, Inc. |
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| January 11, 2024 |
SC 13G 1 cohenco-soar120423.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Volato Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) December 04, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| December 12, 2023 |
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT Exhibit 99.2 AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2023, is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and th |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VOLATO GROUP, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) Jennifer Liotta c/o Volato Group, Inc. 1954 Airport Rd Ste 124, Atlanta, Georgia, 30341 Phone: (904) 539-7404 (Name, Address and Te |
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| December 12, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| December 11, 2023 |
PACI / PROOF Acquisition Corp I - Class A / Liotta Matthew - SC 13D Activist Investment SC 13D 1 ef20016467sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VOLATO GROUP, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W 104 (CUSIP Number) Matthew Liotta 1954 Airport Road, Suite 124 Chamblee, GA 844-399-8998 (Name, Address and Telephone Num |
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| December 11, 2023 |
PACI / PROOF Acquisition Corp I - Class A / Cooper Nicholas James - SC 13D Activist Investment SC 13D 1 ef20016469sc13da.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VOLATO GROUP, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) Nicholas Cooper 1954 Airport Road, Suite 124 Chamblee, GA 844-399-8998 (Name, Address and Telephone Nu |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2023 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporat |
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| December 7, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included in the Form S-4 filed with the SEC on November 3, 2023. Unless the context otherwise requires, all references in this section to the “Combined Company” refer to Volato Group, Inc., or PACI, and its wholly-owned subsidiaries after giving effect t |
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| December 7, 2023 |
PRE-DELIVERY PAYMENT AGREEEMENT Exhibit 10.14 PRE-DELIVERY PAYMENT AGREEEMENT THIS PRE-DELIVERY PAYMENT AGREEMENT (this “PDP Agreement”) is dated effective as of October 5, 2022 (the “Effective Date”), by and between SAC LEASING V280, LLC, a Delaware limited liability company, as lender (“PDP Lender”), and VOLATO, INC., a Georgia corporation, as borrower (“PDP Borrower”). RECITALS WHEREAS, PDP Borrower has entered into the Purch |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2023 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 7, 2023 |
Exhibit 21.1 SUBSIDIARIES OF THE COMPANY Subsidiary State of Incorporation Volato, Inc. Georgia Gulf Coast Aviation, Inc.* Texas G C Aviation, Inc. d/b/a Volato* Texas *Wholly-owned subsidiaries of Volato, Inc., which is a wholly-owned subsidiary of Volato Group, Inc. |
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| December 7, 2023 |
Exhibit 10.12 AMENDMENT to LETTER AGREEMENT THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is entered into as of December 1, 2023, by and between BTIG, LLC (“BTIG”), and Volato, Inc. (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the engagement letter dated November 28, 2022, by and between BTIG and the |
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| December 7, 2023 |
Exhibit 99.3 Volato Announces Closing of Business Combination with PROOF Acquisition Corp I; Secures Additional Equity Financing Announces Closing of an Additional $12 Million of Combined Investments to Fund Business Operations and Grow Volato Fleet Follows PROOF Stockholders’ Approval of the Business Combination with Volato at Special Meeting on November 28, 2023 Shares and Warrants to Trade on t |
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| December 7, 2023 |
Exhibit 10.11 AMENDMENT to LETTER AGREEMENT THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is entered into as of November 30, 2023, by and between LSH Partners Securities LLC (“LSHP”), and PROOF Acquisition Corp I (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the engagement letter dated July 26, 2023, |
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| December 7, 2023 |
Exhibit 10.8 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Keith Rabin (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, date |
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| December 7, 2023 |
INDEX TO THE CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO THE CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS Unaudited Condensed Consolidated Financial Statements Consolidated Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (audited) [2] Consolidated Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022 [3] Consolidated Condensed Statements of Sh |
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| December 7, 2023 |
[Remainder of Page Intentionally left Blank] Exhibit 10.13 December 1, 2023 STRICTLY CONFIDENTIAL Mr. Keith Rabin Volato, Inc. 1954 Airport Road Suite 124 Chamblee, GA 30341 Re: Advisory Engagement Amendment Dear Keith: This is an amendment (the “Amendment”) to the advisory engagement agreement dated October 16, 2023 between Volato, Inc. (“Volato”) and Roth Capital Partners, LLC (“Roth”), hereinafter (the “Agreement”). 1. The first paragraph |
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| December 7, 2023 |
Exhibit 10.7 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Michael Prachar (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, |
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| December 7, 2023 |
Exhibit 10.5 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Mark Heinen (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, date |
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| December 7, 2023 |
Exhibit 10.6 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Matthew Liotta (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, d |
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| December 7, 2023 |
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT Exhibit 10.9 AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the under |
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| December 7, 2023 |
Exhibit 14.1 VOLATO GROUP, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on December 1, 2023. Effective at the Merger Effective Time associated with the Company’s business combination.) A: PURPOSE The Board of Directors (the “Board”) of Volato Group, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) |
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| December 7, 2023 |
Exhibit 10.4 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Steven Drucker (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, d |
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| December 7, 2023 |
Exhibit 16.1 December 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Volato Group, Inc. (formerly known as “PROOF Acquisition Corp I”) under Item 4.01 of its Form 8-K dated December 7, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with othe |
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| December 7, 2023 |
Exhibit 10.3 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Nicholas Cooper (the “Executive”), Volato Group, Inc (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, d |
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| December 7, 2023 |
Exhibit 4.1 NUMBER SHARES C- VOLATO GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [●] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF VOLATO GROUP, INC. (THE “COMPANY”) transferable on the books of the Company in person or by dul |
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| December 4, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 15, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 1, 2023 |
Exhibit 99.1 PROOF Acquisition Corp I Announces Intention to Transfer to NYSE American LLC Upon Completion of Business Combination with Volato Reston, VA – November 30, 2023 – PROOF Acquisition Corp I (NYSE: PACI) (“PACI” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to Volato Group, Inc., “Volato”) today announced that, |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROOF Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation or organization) (Commission File Numbe |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2023 PROOF ACQUISITION CORP I (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commiss |
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| November 30, 2023 |
As filed with the Securities and Exchange Commission on November 30, 2023. As filed with the Securities and Exchange Commission on November 30, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROOF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) Delaware 6770 86-2707040 (State or Other Jurisdiction of Incorporation or Organizat |
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| November 30, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) PROOF Acquisition Corp I (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type(1) Security Class Title Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(2) Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0. |
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| November 30, 2023 |
CONSENT OF LSH PARTNERS SECURITIES LLC Exhibit 99.1 CONSENT OF LSH PARTNERS SECURITIES LLC We have previously consented to the use of our opinion letter dated July 27, 2023 to the Special Committee of the Board of Directors of PROOF Acquisition Corp I (“PACI”), included as Annex D to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 (Registration No. 333-274082), filed by PACI with the Securiti |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2023 PROOF ACQUISITION CORP I (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commiss |
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| November 29, 2023 |
Exhibit 10.1 Date: November 28, 2023 To: PROOF Acquisition Corp I, a Delaware corporation (“PACI”) and Volato, Inc., a Georgia corporation (“Target”). Address: 11911 Freedom Drive, Suite 1080, Reston, Virginia 20190 From: Vellar Opportunities Fund Master, Ltd. (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms and condi |
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| November 27, 2023 |
Filed by PROOF Acquisition Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: PROOF Acquisition Corp I (File No. |
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| November 21, 2023 |
Filed by PROOF Acquisition Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: PROOF Acquisition Corp I (File No. |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41104 PROOF ACQUISITION CORP I (Ex |
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| November 13, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-274082 PROXY STATEMENT OF PROOF ACQUISITION CORP I PROSPECTUS FOR UP TO 20,707,600 SHARES OF CLASS A COMMON STOCK Dear Stockholders of PROOF Acquisition Corp I: You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of PROOF Acquisition Corp I (“PACI,” “we,” “our,” “us” or the “Comp |
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| November 9, 2023 |
PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 November 9, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D. |
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| November 8, 2023 |
PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 November 8, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D. |
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| November 6, 2023 |
PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 November 6, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D. |
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| November 3, 2023 |
CONSENT OF LSH PARTNERS SECURITIES LLC Exhibit 99.1 CONSENT OF LSH PARTNERS SECURITIES LLC We hereby consent to the use of our opinion letter dated July 27, 2023 to the Special Committee of the Board of Directors of PROOF Acquisition Corp I (“PACI”), included as Annex D to the proxy statement/prospectus which forms a part of Amendment No. 4 to the Registration Statement on Form S-4 of PACI, filed on or about November 3, 2023 (the “Regi |
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| November 3, 2023 |
November 3, 2023 Cheryl Brown, Esq. United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: PROOF Acquisition Corp I Amendment No. 3 to Registration Statement on Form S-4 Filed October 31, 2023 File No. 333-274082 Dear Ms. Brown: On behalf of our client, PROOF Acquisition Corp I (referred |
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| November 3, 2023 |
Exhibit 99.2 |
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| November 3, 2023 |
Exhibit 10.17 October 16, 2023 STRICTLY CONFIDENTIAL Mr. Keith Rabin President Volato, Inc. 1954 Airport Rd, Suite 124 Chamblee, GA 30341 Re: Advisory Engagement Dear Keith: This letter will confirm our understanding that Volato, Inc. (the “Company”) has engaged Roth Capital Partners, LLC (“Roth”) in connection with the matters described below, subject to the terms and conditions set forth in this |
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| November 3, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| November 3, 2023 |
As filed with the Securities and Exchange Commission on November 3, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 3, 2023 Registration Statement No. |
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| October 31, 2023 |
October 31, 2023 Cheryl Brown, Esq. United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: PROOF Acquisition Corp I Amendment No. 2 to Registration Statement on Form S-4 Filed October 20, 2023 File No. 333-274082 Dear Ms. Brown: On behalf of our client, PROOF Acquisition Corp I (referred |
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| October 31, 2023 |
Exhibit 99.2 |
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| October 31, 2023 |
As filed with the Securities and Exchange Commission on October 31, 2023 S-4/A 1 ny20009935x7s4a.htm S-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 31, 2023 Registration Statement No. 333-274082 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROOF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) D |
