Delaware | | | 4522 | | | 86-2707040 |
(State or other jurisdiction of organization) | | | (Primary Standard Industrial Code Number) | | | (I.R.S. Employer Identification |
Reid Avett Womble Bond Dickinson (US) LLP 2001 K Street, NW Suite 400 South Washington, DC 20006 Telephone: 202-857-4425 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | ☒ | | | | |
Title of Each Class of Security Being Registered | | | Amount Being Registered | | | Proposed Maximum Offering Price Per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2) | | | 23,000,000 units | | | $10.00 | | | $230,000,000 | | | $21,321 |
Shares of Class A common stock included as part of the units(3) | | | 23,000,000 shares | | | — | | | — | | | —(4) |
Redeemable warrants included as part of the units(3) | | | 11,500,000 warrants | | | — | | | — | | | —(4) |
Total | | | | | | | $230,000,000 | | | $21,321 |
| | Per Unit | | | Total | |
Public offering price | | | $10.00 | | | $200,000,000 |
Underwriting discounts and commissions(1) | | | $0.55 | | | $11,000,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $189,000,000 |
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• | “Selling Stockholders” means the stockholders listed in the Selling Stockholders table on page 109 of this prospectus, and their respective permitted transferees; |
| | Without Over-allotment Option | | | Over-allotment Option Exercised | |
Gross proceeds | | | | | ||
Gross proceeds from units offered to public(1) | | | $200,000,000 | | | $230,000,000 |
Gross proceeds from private placement warrants offered in the private placement | | | $11,500,000 | | | $13,225,000 |
Total gross proceeds | | | $211,500,000 | | | $243,225,000 |
Estimated offering expenses(2) | | | | | ||
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3) | | | $4,000,000 | | | $4,600,000 |
Legal fees and expenses | | | $200,000 | | | $200,000 |
Printing and engraving expenses | | | $30,000 | | | $30,000 |
Accounting fees and expenses | | | $75,000 | | | $75,000 |
SEC/FINRA Expenses | | | $56,000 | | | $56,000 |
Travel and road show | | | $25,000 | | | $25,000 |
NYSE listing and filing fees | | | $85,000 | | | $85,000 |
Miscellaneous | | | $79,000 | | | $79,000 |
Total estimated offering expenses (other than underwriting commissions) | | | $550,000 | | | $550,000 |
Proceeds after estimated offering expenses | | | $206,950,000 | | | $238,075,000 |
Held in trust account(3) | | | $204,000,000 | | | $234,600,000 |
% of public offering size | | | 102% | | | 102% |
Not held in trust account | | | $2,950,000 | | | $3,475,000 |
| | Amount | | | % of Total | |
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(5) | | | $400,000 | | | 14% |
Legal and accounting fees related to regulatory reporting obligations | | | $150,000 | | | 5% |
Payment for office space, administrative and support services | | | $240,000 | | | 8% |
NYSE continued listing fees | | | $71,000 | | | 2% |
Director and officer liability insurance premiums(6) | | | $750,000 | | | 25% |
Working capital to cover miscellaneous expenses and reserves | | | $1,339,000 | | | 45% |
Total | | | $2,950,000 | | | 100.0% |
| | Volato (Historical) | | | Volato Post 9/30/2023 Funding | | | PROOF (Historical) | | | Pro Forma Adjustments | | | | | Pro Forma Combined | | | |||
ASSETS | | | | | | | | | | | | | | | |||||||
Current assets: | | | | | | | | | | | | | | | |||||||
Cash and cash equivalents | | | $7,912 | | | $12,153 | | | $490 | | | $69,831 | | | A | | | $19,439 | | | |
| | | | | | | | (1,951) | | | B | | | | | ||||||
| | | | | | | | (18,772) | | | H | | | | | ||||||
| | | | | | | | (50,224) | | | K | | | | | ||||||
Accounts receivable | | | 2,020 | | | | | | | | | | | 2,020 | | | |||||
Deposits on aircraft | | | 28,783 | | | | | | | | | | | 28,783 | | | |||||
Prepaid expenses and other current assets | | | 5,149 | | | | | 123 | | | (1,394) | | | G | | | (1,394) | | | G | |
Total current assets | | | 43,864 | | | 12,153 | | | 613 | | | (2,510) | | | | | 54,120 | | | ||
| | | | | | | | | | | | | | ||||||||
Non-current assets: | | | | | | | | | | | | | | | |||||||
Cash and marketable securities held in Trust Account | | | | | | | 69,831 | | | (69,831) | | | A | | | — | | | |||
Forward purchase agreement | | | | | | | | | 18,772 | | | H | | | 18,772 | | | ||||
Equity method investment | | | 154 | | | | | | | | | | | 154 | | | |||||
Restricted cash | | | 2,243 | | | | | | | | | | | 2,243 | | | |||||
Goodwill | | | 634 | | | | | | | | | | | 634 | | | |||||
Deposits | | | 3,000 | | | | | | | | | | | 3,000 | | | |||||
Other deposits | | | 71 | | | | | | | | | | | 71 | | | |||||
Intangibles | | | 1,406 | | | | | | | | | | | 1,406 | | | |||||
Right of use asset | | | 1,355 | | | | | | | | | | | 1,355 | | | |||||
Property and equipment, net | | | 1,007 | | | | | | | | | | | 1,007 | | | |||||
Total non-current assets | | | 9,870 | | | — | | | 69,831 | | | (51,059) | | | | | 28,642 | | | ||
TOTAL ASSETS | | | $53,734 | | | $12,153 | | | $70,444 | | | $(53,569) | | | | | $82,762 | | | ||
| | | | | | | | | | | | | | ||||||||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||||||||||||
Accounts payable and accrued expenses | | | $10,639 | | | $ | | | $1,288 | | | $(1,248) | | | B | | | $10,679 | | | |
Excise tax payable | | | 2,210 | | | | | | | (2,210) | | | L | | | — | | | |||
Loan - related party | | | 1,000 | | | | | | | | | | | 1,000 | | | |||||
Accrued interest | | | 60 | | | | | | | | | | | 60 | | | |||||
Deposits | | | 6,316 | | | | | | | | | | | 6,316 | | | |||||
Operating lease liability | | | 315 | | | | | | | | | | | 315 | | | |||||
Other loans | | | 22 | | | | | | | | | | | 22 | | | |||||
Income taxes payable | | | | | | | 2,028 | | | | | | | 2,028 | | | |||||
Total current liabilities | | | 18,352 | | | | | 5,526 | | | (3,458) | | | | | 20,420 | | | |||
| | | | | | | | | | | | | | ||||||||
Non-current liabilities: | | | | | | | | | | | | | | | |||||||
Deferred taxes | | | 305 | | | | | 62 | | | | | | | 367 | | | ||||
Operating lease liability | | | 1,050 | | | | | | | | | | | 1,050 | | | |||||
Long term notes payable | | | 18,397 | | | | | | | | | | | 18,397 | | | |||||
Total non-current liabilities | | | 19,752 | | | | | 62 | | | — | | | | | 19,814 | | | |||
Total liabilities | | | 38,104 | | | | | 5,588 | | | (3,458) | | | | | 40,234 | | |
| | Volato (Historical) | | | Volato Post 9/30/2023 Funding | | | PROOF (Historical) | | | Pro Forma Adjustments | | | | | Pro Forma Combined | | | |||
COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||
Temporary equity: | | | | | | | | | | | | | | | |||||||
Common stock subject to possible redemption | | | | | | | 69,209 | | | (69,209) | | | C | | | — | | | |||
Preferred Seed Stock | | | 4,585 | | | | | | | (4,585) | | | E | | | — | | | |||
Preferred Series A-1 | | | 12,050 | | | | | | | (12,050) | | | E | | | — | | | |||
Preferred Series A-2 | | | 19,906 | | | | | | | (19,906) | | | E | | | — | | | |||
Preferred Series A-3 | | | 18,456 | | | | | | | (18,456) | | | E | | | — | | | |||
Stockholders’ equity (deficit): | | | | | | | | | | | | | | | |||||||
Common stock | | | 7 | | | 1 | | | | | 6 | | | C | | | 22 | | | ||
| | | | | | | | 2 | | | F | | | | | ||||||
| | | | | | | | 6 | | | I | | | | | ||||||
Class A common stock | | | | | | | — | | | | | | | | | ||||||
Class B common stock | | | | | | | — | | | | | | | — | | | |||||
Preferred stock | | | — | | | | | | | — | | | | | — | | | ||||
Additional paid-in capital | | | 681 | | | 12,152 | | | — | | | 69,203 | | | C | | | 82,546 | | | |
| | | | | | | | (4,353) | | | D | | | | | ||||||
| | | | | | | | (703) | | | B | | | | | ||||||
| | | | | | | | (2) | | | F | | | | | ||||||
| | | | | | | | (1,394) | | | G | | | | | ||||||
| | | | | | | | (6) | | | I | | | | | ||||||
| | | | | | | | (15) | | | J | | | | | ||||||
| | | | | | | | 54,997 | | | E | | | | | ||||||
| | | | | | | | (50,224) | | | K | | | | | ||||||
| | | | | | | | 2,210 | | | L | | | | | ||||||
Stock subscription receivable | | | (15) | | | | | | | 15 | | | J | | | | | ||||
Retained earnings (Accumulated deficit) | | | (40,040) | | | | | (4,353) | | | 4,353 | | | D | | | (40,040) | | | ||
Total equity | | | (39,367) | | | 12,153 | | | (4,353) | | | 74,095 | | | | | 42,528 | | | ||
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | | | $53,734 | | | $12,153 | | | $70,444 | | | $(53,569) | | | | | $82,762 | | |
| | Volato (Historical) | | | PROOF (Historical) | | | Pro Forma Adjustments | | | | | Pro Forma Combined | ||
Revenues | | | $41,861 | | | $— | | | $— | | | | | $41,861 | |
Cost of revenue | | | 52,687 | | | — | | | — | | | | | 52,687 | |
Gross loss | | | (10,826) | | | — | | | — | | | | | (10,826) | |
| | | | | | | | | |||||||
Operating costs and expenses: | | | | | | | | | | | |||||
General and administrative expenses | | | 17,397 | | | 3,512 | | | | | | | 20,909 | ||
Total operating costs and expenses | | | 17,397 | | | 3,512 | | | — | | | | | 20,909 | |
Loss from operations | | | (28,223) | | | (3,512) | | | — | | | | | (31,735) | |
| | | | | | | | | | ||||||
Other income (expense): | | | | | | | | | | | |||||
Gain from sale of Part 135 Certificate | | | 387 | | | | | | | | | 387 | |||
Gain from sale of equity method investment | | | 883 | | | | | | | | | 883 | |||
Income from equity method investments | | | 22 | | | | | | | | | 22 | |||
Interest income | | | 34 | | | 6,406 | | | (6,406) | | | AA | | | 34 |
Interest expense | | | (2,461) | | | | | 591 | | | BB | | | (1,870) | |
Other income | | | 158 | | | | | | | | | 158 | |||
Total other income (expense) | | | (977) | | | 6,406 | | | (5,815) | | | | | (386) | |
Net income (loss) before income tax provision | | | (29,200) | | | 2,894 | | | (5,815) | | | | | (32,121) | |
Income tax provision | | | | | (1,318) | | | 1,318 | | | AA | | | — | |
Net income (loss) | | | $(29,200) | | | $1,576 | | | $(4,497) | | | | | $(32,121) |
| | Volato (Historical) | | | PROOF (Historical) | | | Pro forma Combined | |
Weighted average shares outstanding - Common stock | | | 7,234,827 | | | — | | | 28,043,449 |
Basic and diluted net loss per share - Common stock | | | $(4.04) | | | $— | | | $(1.15) |
Weighted average shares outstanding - Class A and Class B common stock subject to redemption | | | — | | | 17,215,294 | | | — |
Basic and diluted net income per share - Class A and Class B common stock subject to redemption | | | $— | | | $0.07 | | | — |
Weighted average shares outstanding - Class A and Class B non-redeemable common stock | | | — | | | 6,900,000 | | | — |
Basic and diluted net income per share - Class A and Class B non-redeemable common stock | | | $— | | | $0.07 | | | — |
| | Volato (Historical) | | | PROOF (Historical) | | | Pro Forma Adjustments | | | | | Pro Forma Combined | ||
Revenues | | | $96,706 | | | $— | | | $— | | | | | $96,706 | |
Cost of revenue | | | 94,281 | | | — | | | — | | | | | 94,281 | |
Gross profit | | | 2,425 | | | — | | | — | | | | | 2,425 | |
| | | | | | | | | |||||||
Operating costs and expenses: | | | | | | | | | | | |||||
General and administrative expenses | | | 11,609 | | | 1,737 | | | 5,000 | | | BB | | | 18,346 |
Total operating costs and expenses | | | 11,609 | | | 1,737 | | | 5,000 | | | | | 18,346 | |
Loss from operations | | | (9,184) | | | (1,737) | | | (5,000) | | | | | (15,921) | |
| | | | | | | | | | ||||||
Other income (expense): | | | | | | | | | | | |||||
Interest income | | | 2 | | | 4,061 | | | (4,061) | | | AA | | | 2 |
Gain from deconsolidation of investments | | | 581 | | | | | | | | | 581 | |||
Loss from equity method investments | | | (45) | | | | | | | | | (45) | |||
Interest expense | | | (868) | | | | | 249 | | | CC | | | (619) | |
Other income | | | 60 | | | | | | | | | 60 | |||
Total other income (expense) | | | (270) | | | 4,061 | | | (3,812) | | | | | (21) | |
Net income (loss) before income tax provision | | | (9,454) | | | 2,324 | | | (8,812) | | | | | (15,942) | |
Income tax provision | | | 55 | | | (773) | | | 773 | | | AA | | | 55 |
Net income attributed to controlling shareholder | | | (9,399) | | | 1,551 | | | (8,039) | | | | | (15,887) | |
Less: net income (loss) attributable to non-controlling interests | | | (33) | | | | | | | | | (33) | |||
Net income (loss) | | | $(9,366) | | | $1,551 | | | $(8,039) | | | | | $(15,854) |
| | Volato (Historical) | | | PROOF (Historical) | | | Assuming Pro forma Combined | |
Weighted average shares outstanding - Common stock | | | 7,120,208 | | | — | | | 28,043,449 |
Basic and diluted net loss per share - Common stock | | | $(1.32) | | | $— | | | $(0.57) |
Weighted average shares outstanding - Class A and Class B common stock subject to redemption | | | — | | | 27,600,000 | | | — |
Basic and diluted net income per share - Class A and Class B common stock subject to redemption | | | $— | | | $0.05 | | | $— |
Weighted average shares outstanding - Class A and Class B non-redeemable common stock | | | — | | | 6,900,000 | | | — |
Basic and diluted net income per share - Class A and Class B non-redeemable common stock | | | $— | | | $0.05 | | | $— |
(A) | Reflects the reclassification of $69.8 million of cash and cash equivalents held in the Trust Account at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs of the Company. |
(B) | Reflects the payment of approximately $2.0 million of transaction costs. |
(C) | Reflects the reclassification of approximately $69.2 million of Class A Common Stock subject to possible redemption to permanent equity. |
(D) | Reflects the reclassification of PACI’s historical retained earnings. |
(E) | Represents mezzanine classified Preferred Stock converted to Volato common stock. |
(F) | Represents the issuance of 19.4 million shares of PACI’s Class A Common Stock to Volato equity holders as consideration for the reverse recapitalization and change in par value. |
(G) | Reflects the closing of deferred offering costs to additional paid in capital. |
(H) | Represents the recognition of the cash payments to the Seller of $18.8 million and the forward purchase agreement asset with regard to 1.7 million shares. The fair value of the forward purchase agreement asset is comprised of the Prepayment Amount and is reduced by the economics of the downside provided to the Sellers and the estimated consideration payment at the Cash Settlement Payment Date. |
(I) | Represents the conversion of approximately 6.9 million Class B Common Stock shares to Class A Common Stock related to the Sponsor, PROOF.vc SPV and Blackrock. |
(J) | Represents the reclassification of the equity contribution receivable. |
(K) | Reflects actual redemptions. |
(L) | Reflects the reversal of excise tax as shares issued shares exceed shares redeemed during the tax year. |
(AA) | Reflects the elimination of interest income in the Trust Account |
(BB) | Reflects the elimination of the interest expense related to the Volato Convertible Notes, which were converted to shares of Volato’s common stock as part of the Series A closing on July 21, 2023. |
(AA) | Reflects the elimination of interest income in the Trust Account. |
(BB) | Reflects transaction costs, including (i) legal, (ii) accounting, (iii) consulting and (iv) other fees, incurred by PACI to complete the merger. Below are further details regarding the transaction costs. |
Fairness Opinion | | | $1,400,000 |
Legal | | | $3,000,000 |
Accounting/Audit | | | $250,000 |
Other | | | $350,000 |
Total | | | $5,000,000 |
(CC) | Reflects the elimination of $249,000 of historical interest expense incurred on Volato’s Convertible Notes, which were converted to shares of Volato’s common stock at the Series A closing on July 21, 2023. |
1. | Improve yourself and those around you. Embrace opportunities to teach and discover. Lead with encouragement and praise. |
2. | Listen with intent. Be engaged and curious while seeking to understand others. |
3. | Have positive interactions. Strengthen relationships by being humble and approachable |
4. | Be transparent. Foster an environment of trust and lasting relationships. |
5. | Contribute and commit. Embrace the conflict of ideas. Participate and then fully support the decision. |
4 | https://www.fortunebusinessinsights.com/industry-reports/business-jet-market-101585 |
5 | https://www.statista.com/statistics/1171101/charter-market-size-united-states/ |
| | Without Over-allotment | | | With Over-allotment | |
Public offering price | | | $10.00 | | | $10.00 |
Net tangible book deficit before this offering | | | $(0.06) | | | $(0.06) |
Decrease attributable to public stockholders | | | $(0.75) | | | $(0.73) |
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | $(0.81) | | | $(0.79) |
Dilution to public stockholders | | | $10.81 | | | $10.79 |
Percentage of dilution to public stockholders | | | 108.1% | | | 107.9% |
| | Shares Purchased | | | Total Consideration | | | Average Price per Share | |||||||
| | Number | | | Percentage | | | Amount | | | Percentage | | |||
Class B common stock(1)(2) | | | 5,000,000 | | | 20.0% | | | $25,000 | | | 0.01% | | | $0.005 |
Public Stockholders | | | 20,000,000 | | | 80.0% | | | 200,000,000 | | | 99.99% | | | $10.00 |
| | 25,000,000 | | | 100.0% | | | $200,025,000 | | | 100.0% | | |
• | The number of high-net-worth potential customers is growing. This growth has resulted in an increased demand for exclusive and personalized travel experiences. According to the Global Wealth Report conducted by Credit Suisse, as of the |
• | The market of |
| | Without Over-allotment | | | With Over-allotment | |
Numerator: | | | | | ||
Net tangible book deficit before this offering | | | $(316,766) | | | $(316,766) |
Net proceeds from this offering and sale of the private placement warrants(1) | | | 206,950,000 | | | 238,075,000 |
Plus: Offering costs accrued or paid in advance, excluded from tangible book value before this offering | | | 340,869 | | | 340,869 |
Less: Deferred underwriting commissions | | | (7,000,000) | | | (8,050,000) |
Less: Proceeds held in trust subject to redemption | | | (204,000,000) | | | (234,600,000) |
| | $(4,025,897) | | | $(4,550,897) | |
Denominator: | | | | | ||
Class B common stock outstanding prior to this offering | | | 5,750,000 | | | 5,750,000 |
Class B forfeited if over-allotment option is not exercised | | | (750,000) | | | — |
Class A common stock included in the units offered | | | 20,000,000 | | | 23,000,000 |
Less: common stock subject to redemption | | | (20,000,000) | | | (23,000,000) |
| | 5,000,000 | | | 5,750,000 |
• | Commercial airline service is declining. North American passenger satisfaction with regards to commercial aviation is in decline across all three segments—first/business, premium economy, and economy/basic economy—down more than 29 points from 2021 to 791 (on a 1,000-point scale)1011. Passengers are responding negatively to increases in cost, flight crew performance, passenger loads, delays, and communication. |
• | New business models are introducing more people to the benefits of |
6 | Credit Suisse Global Wealth Report 2022, Page 40, Table 1 (https://www.credituisse.com/media/assets/corporate/docs/aboutus/ research/publications/global-wealth-report-2022-en.pdf) |
7 | Forbes’ 35th Annual World’s Billionaires List: Facts And Figures 2021 (https://www.forbes.com/sites/kerryadolan/2021/04/06/forbes-35thnnual-worlds-billionaires-list-facts-and-f |
8 | Forbes Billionaires 2023: The Richest People In The World dated August 9, 2023 (https://www.forbes.com/sites/chasewithorn/2023/04/04/ forbes-37th-annual-worlds-billionaires-list-facts-and-figures-2023) |
9 | www.nytimes.com/2021/10/01/your-money/private-jets-demand.html |
10 | https://www.jdpower.com/business/press-releases/2021-north-america-airline-satisfaction-study |
11 | https://www.jdpower.com/business/press-releases/2023-north-america-airline-satisfaction-study |
12 | https://www.forbes.com/sites/suzannerowankelleher/2022/08/01/amid-airport-chaos-semi-private-jet-travel-emerges-ashegoldilocks- option/?sh=5abb9e8a11c7 |
| | September 30, 2021 | ||||
| | Actual | | | As Adjusted | |
Note payable to related party(2) | | | $110,000 | | | $— |
Deferred underwriting commissions | | | —(1) | | | 7,000,000 |
Class A common stock subject to possible redemption; actual and as adjusted, respectively(3) | | | —(1) | | | 204,000,000 |
Stockholders’ equity: | | | | | ||
Preferred stock, $0.0001 par value per share, 1,000,000 preference shares authorized, actual and as adjusted; 0 preference shares issued and outstanding, actual and as adjusted | | | — | | | — |
Class A common stock, $0.0001 par value, 70,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); 0 shares issued and outstanding (excluding 20,000,000 shares subject to redemption) (as adjusted) | | | — | | | — |
Class B common stock, $0.0001 par value, 12,500,000 shares authorized, actual and as adjusted; 5,750,000 and 5,000,000 shares of Class B common stock issued and outstanding, actual and as adjusted, respectively(3) | | | 575 | | | 500 |
Additional paid-in capital(4) | | | 24,425 | | | — |
Accumulated deficit | | | (897) | | | (4,026,397) |
Total stockholders’ equity/deficit | | | $24,103 | | | $(4,025,897) |
Total capitalization | | | $134,103 | | | $206,974,103 |
• | Unlimited flight hours regardless of fractional size. By decoupling ownership and usage, and removing the |
| |||
Figure: Flight reviews are output to a Microsoft Teams channel that is | | | Figure: Aggregate NPS scores displayed in our proprietary Volato MissionControl application. |
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| | Three Months Ended | | | Nine Months Ended September 30th September 30, | |||||||
Adjusted EBITDA | | | 2023 | | | 2022 | | | 2023 | | | 2022 |
Net loss | | | $(11,825,496) | | | $(4,850,742) | | | $(29,199,850) | | | $(6,273,146) |
Interest income | | | (20,202) | | | — | | | (34,173) | | | — |
Interest expense | | | 825,118 | | | 206,338 | | | 2,461,189 | | | 453,002 |
Income tax benefit | | | — | | | — | | | — | | | (80,000) |
Depreciation | | | 105,862 | | | 30,087 | | | 207,890 | | | 121,195 |
Acquisition, integration, and capital raise related expenses(1) | | | — | | | 323 | | | — | | | 20,791 |
Other items not indicative of our ongoing operating performance(2) | | | — | | | — | | | (507,000) | | | — |
Adjusted EBITDA | | | $(10,914,718) | | | $(4,613,994) | | | $(27,071,944) | | | $(5,758,158) |
(1) | Acquisition expenses associated with Gulf Coast Aviation. |
(2) | Represents gain on sale of Fly Dreams certificate and fuel credit from litigation settlement. |
| | Three Months Ended 30-Sep | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Revenue | | | $13,180,950 | | | $14,075,955 | | | $(895,005) | | | -6% |
Costs and Expense | | | | | | | | | ||||
Cost of revenue | | | 17,392,738 | | | 15,407,413 | | | 1,985,325 | | | 13% |
Salaries and benefits | | | 3,261,365 | | | 1,794,532 | | | 1,466,833 | | | 82% |
Advertising expenses | | | 805,784 | | | 93,959 | | | 711,825 | | | 758% |
Professional fees | | | 555,117 | | | 355,171 | | | 199,946 | | | 56% |
General and administrative | | | 2,092,845 | | | 1,111,929 | | | 980,916 | | | 88% |
Depreciation | | | 105,862 | | | 30,087 | | | 75,775 | | | 252% |
Total cost and expense | | | 24,213,711 | | | 18,793,091 | | | 5,420,620 | | | 29% |
| | Three Months Ended 30-Sep | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Loss from operation | | | (11,032,761) | | | (4,717,136) | | | (6,315,625) | | | 134% |
Gain from sale of Part 135 Certificate | | | — | | | — | | | | | ||
Gain from sale of equity method investment | | | — | | | (3,019) | | | 3,019 | | | -100% |
Gain from deconsolidation of investments | | | — | | | — | | | | | ||
Income (loss) from equity-method investments | | | — | | | — | | | | | ||
Other income | | | 12,181 | | | 75,751 | | | (63,570) | | | -84% |
Interest income on restricted cash | | | 20,202 | | | — | | | | | ||
Provision for income tax benefit | | | — | | | — | | | | | ||
Interest expense | | | (825,118) | | | (206,338) | | | (618,780) | | | 300% |
Net (Loss) Income | | | $(11,825,496) | | | $(4,850,742) | | | $(6,974,754) | | | 144% |
| | Three Months Ended September 30, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Charter flight revenue | | | $7,140,663 | | | $4,207,404 | | | $2,933,259 | | | 70% |
Aircraft management | | | 6,040,287 | | | 4,178,551 | | | 1,861,736 | | | 45% |
Aircraft sales | | | — | | | 5,690,000 | | | (5,690,000) | | | -100% |
Total | | | $13,180,950 | | | $14,075,955 | | | $(895,005) | | | -6% |
| | Three Months Ended September 30, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Charter flight cost of revenue | | | 6,240,847 | | | 3,280,223 | | | 2,960,624 | | | 90% |
Aircraft management cost of revenue | | | 11,151,891 | | | 7,127,190 | | | 4,024,701 | | | 56% |
Aircraft sales cost of revenue | | | — | | | 5,000,000 | | | (5,000,000) | | | -100% |
Total | | | 17,392,738 | | | 15,407,413 | | | 1,985,325 | | | 13% |
| | Nine Months Ended September 30, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Revenue | | | $41,860,775 | | | $60,791,225 | | | $(18,930,450) | | | -31% |
Costs and Expense | | | | | | | | | ||||
Cost of revenue | | | 52,687,408 | | | 59,779,367 | | | (7,091,959) | | | -12% |
Salaries and benefits | | | 8,895,324 | | | 3,856,023 | | | 5,039,301 | | | 131% |
Advertising expenses | | | 1,383,118 | | | 229,788 | | | 1,153,330 | | | 502% |
Professional fees | | | 1,435,605 | | | 862,189 | | | 573,416 | | | 67% |
General and administrative | | | 5,474,167 | | | 2,524,307 | | | 2,949,860 | | | 117% |
Depreciation | | | 207,890 | | | 121,195 | | | 86,695 | | | 72% |
Total cost and expense | | | 70,083,512 | | | 67,372,869 | | | 2,710,643 | | | 4% |
Loss from operation | | | (28,222,737) | | | (6,581,644) | | | (21,641,093) | | | 329% |
Gain from sale of Part 135 Certificate | | | 387,000 | | | — | | | 387,000 | | | 100% |
Gain from sale of equity method investment | | | 883,165 | | | — | | | 883,165 | | | 100% |
Gain from deconsolidation of investments | | | — | | | 580,802 | | | (580,802) | | | -100% |
Income (loss) from equity-method investments | | | 21,982 | | | (37,301) | | | 59,283 | | | -159% |
Other income | | | 157,756 | | | 105,399 | | | 52,357 | | | 50% |
Interest income on restricted cash | | | 34,173 | | | — | | | 34,173 | | | 100% |
Provision for income tax benefit | | | — | | | (80,000) | | | 80,000 | | | -100% |
Net income attributable to non-controlling interest | | | — | | | (32,600) | | | 32,600 | | | -100% |
Interest expense | | | (2,461,189) | | | (453,002) | | | (2,008,187) | | | 443% |
Net (Loss) Income | | | $(29,199,850) | | | $(6,273,146) | | | (22,926,704) | | | 365% |
| | Nine Months Ended September 30, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Charter flight revenue | | | $21,137,860 | | | $10,063,760 | | | $11,074,100 | | | 110% |
Aircraft management | | | 15,012,914 | | | 8,962,495 | | | 6,050,419 | | | 68% |
Aircraft sales | | | 5,710,000 | | | 41,765,000 | | | (36,055,000) | | | -86% |
Total | | | $41,860,774 | | | $60,791,255 | | | $(18,930,481) | | | -31% |
| | Nine Months Ended September 30, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Charter flight cost of revenue | | | 20,853,977 | | | 8,191,396 | | | 12,662,581 | | | 155% |
Aircraft management cost of revenue | | | 26,393,450 | | | 14,753,271 | | | 11,640,180 | | | 79% |
Aircraft sales cost of revenue | | | 5,440,000 | | | 36,834,700 | | | (31,394,700) | | | -85% |
Total | | | 52,687,428 | | | 59,779,367 | | | (7,091,940) | | | -12% |
| | Year Ended December 31, | | | Change In | |||||||
| | 2022 | | | 2021 | | | $ | | | % | |
Revenue | | | $96,706 | | | $1,056 | | | $95,650 | | | 9,058% |
Costs and expenses | | | | | | | | | ||||
Cost of revenue | | | 94,280 | | | 853 | | | 93,427 | | | 10,953% |
Salaries and benefits | | | 5,878 | | | 862 | | | 5,016 | | | 582% |
Advertising expenses | | | 405 | | | 388 | | | 17 | | | 4% |
Professional fees | | | 1,168 | | | 336 | | | 832 | | | 248% |
General and administrative | | | 3,998 | | | 786 | | | 3,212 | | | 409% |
Depreciation | | | 161 | | | 26 | | | 135 | | | 519% |
Total cost and expenses | | | 105,890 | | | 3,251 | | | 102,639 | | | 3,157% |
Loss from operations | | | (9,184) | | | (2,195) | | | (6,989) | | | 318% |
Gain from deconsolidation of investments | | | 581 | | | 758 | | | (177) | | | (23%) |
Loss from equity method investments | | | (45) | | | (12) | | | (33) | | | 275% |
Other income | | | 60 | | | — | | | 60 | | | 100% |
Interest income | | | 2 | | | — | | | 2 | | | 100% |
Provision for income tax benefit | | | 55 | | | — | | | (55) | | | 100% |
Net loss attributable to non-controlling interest | | | 33 | | | 34 | | | (1) | | | (4%) |
Interest expense | | | (868) | | | (58) | | | (810) | | | 1,397% |
Net Loss | | | $(9,367) | | | $(1,473) | | | $(7,894) | | | 536% |
| | Year Ended December 31, | | | Change In | |||||||
| | 2022 | | | 2021 | | | $ | | | % | |
Charter flight revenue | | | $16,027 | | | $856 | | | $15,171 | | | 1,772% |
Aircraft management | | | 12,984 | | | 200 | | | 12,784 | | | 6,392% |
Aircraft sales | | | 67,695 | | | — | | | 67,695 | | | 100% |
Total | | | $96,706 | | | $1,056 | | | $95,650 | | | 9,058% |
| | Year Ended December 31, | | | Change In | |||||||
| | 2022 | | | 2021 | | | $ | | | % | |
Charter flight cost of revenue | | | $12,519 | | | $726 | | | $11,793 | | | 1,624% |
Aircraft management cost of revenue | | | 22,851 | | | 127 | | | 22,724 | | | 17,893% |
Aircraft sales cost of revenue | | | 58,910 | | | — | | | 58,910 | | | 100% |
Total | | | $94,280 | | | $853 | | | $93,427 | | | 10,953% |
| | Nine Months Ended September 30, | | | Year Ended December 31, | |||||||
| | 2023 | | | 2022 | | | 2022 | | | 2021 | |
Net cash used in operating activities | | | $(24,119,519) | | | $(10,719,747) | | | $(21,432,330) | | | $(3,608,314) |
Net cash provided by (used in) investing activities | | | 1,436,680 | | | 5,176,262 | | | 5,145,056 | | | (11,814,626) |
Net cash provided by financing activities | | | 24,958,269 | | | 8,591,860 | | | 22,557,773 | | | 17,031,124 |
Net Increase (Decrease) In Cash and Cash Equivalents | | | $2,275,430 | | | $3,048,375 | | | $6,270,499 | | | $1,608,184 |
1. | Identification of the contract, or contracts, with a customer. |
2. | Identification of the performance obligation(s) in the contract. |
3. | Determination of the transaction price. |
4. | Allocation of the transaction to the performance obligation(s) in the contract. |
5. | Recognition of revenue when, or as the Company satisfies a performance obligation. |
Name and principal position | | | Year | | | Salary ($) | | | Option Awards ($)(1) | | | Total ($) |
Jennifer Liotta(2) General Counsel | | | 2022 | | | 148,333 | | | 4,428 | | | 152,761 |
John Liotta(3) VP of Strategic Partnerships & Experiences | | | 2022 | | | 91,863 | | | — | | | 91,863 |
Jodi Lyn Tollus(4) Finance Executive | | | 2022 | | | 66,667 | | | 443 | | | 67,110 |
(1) | Represents the aggregate grant date fair value of option awards granted under the Volato, Inc. 2021 Equity Incentive Stock Plan during the 2022 fiscal year, calculated in accordance with Financial Accounting Standards Board ASC Topic 718-Stock Compensation and using the assumptions contained in Note 12 to the financial statements included elsewhere herein. |
(2) | Matthew Liotta’s spouse, Jennifer Liotta, has been employed by Volato since 2021. On December 15, 2022, she was granted an option award in the amount of 86,831 shares, subject to a vesting schedule (1/48th vesting monthly over four years with a one-year cliff and fully vested as of September 2025). On September 1, 2023, Ms. Liotta’s title was changed from VP, Legal to General Counsel. |
(3) | Matthew Liotta’s brother, John Liotta, has been employed by Volato since 2021. On August 15, 2021, he was granted an option award in the amount of 86,831 shares, subject to a vesting schedule (1/48th vesting monthly over four years with no cliff, fully vested as of August 2025). |
(4) | Michael Prachar’s spouse, Jodi Lynn Tollus, has been employed by Volato since 2022. On December 15, 2022, she was granted an option award in the amount of 8,683 shares, subject to a vesting schedule (1/48th vesting monthly over four years with a one-year cliff and fully vested as of March 2026). |
Name | | | Age | | | Position |
| | | | |||
Matthew Liotta | | | 45 | | | Chief Executive Officer and |
| | | | Chief Commercial Officer and Director | ||
Michael Prachar | | | 54 | | | Chief Operating Officer |
Keith Rabin | | | 52 | | | President |
Steven Drucker | | | 53 | | | Chief Technology Officer |
Mark Heinen | | | 54 | | | Chief Financial Officer |
| | | | |||
Katy Arris-Wilson | | | 53 | | | |
| | | | |||
| | | | |||
| | 62 | | | ||
| | | |
| | Number of Shares Beneficially Owned | | | Approximate Percentage of Issued and Outstanding Common Stock | ||||
Name and Address of Beneficial Owner(1) | | | Before Offering | | | After Offering | |||
PROOF Acquisition Sponsor I, LLC (our sponsor)(2) | | | 5,750,000(3)(4) | | | 100.0% | | | 20.0% |
John C. Backus, Jr.(5)(6) | | | — | | | | | ||
Steven P. Mullins(5)(6) | | | — | | | | | ||
Michael W. Zarlenga(5)(6) | | | — | | | | | ||
Peter C. Harrison(6) | | | — | | | | | ||
Coleman Andrews(6) | | | — | | | | | ||
Mark Lerdal(6) | | | — | | | | | ||
Lisa Suennen(6) | | | — | | | | | ||
All officers and directors as a group (7 individuals) | | | 5,750,000 | | | 100.0% | | | 20.0% |
Name and principal position | | | Year | | | Salary ($) | | | Option Awards ($)(1) | | | Other(2) | | | Total ($) |
Matthew Liotta Chief Executive Officer | | | 2023 | | | 215,208 | | | — | | | 4,667 | | | 219,875 |
| 2022 | | | 148,333(3) | | | 7,381 | | | 3,867 | | | 159,581 | ||
Keith Rabin President(4) | | | 2023 | | | 252,604 | | | 104,448 | | | 13,281 | | | 370,333 |
| 2022 | | | 154,688(5) | | | 12,192 | | | 6,000 | | | 172,880 | ||
Nicholas Cooper Chief Commercial Officer(6) | | | 2023 | | | 207,847 | | | — | | | 10,006 | | | 217,853 |
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
| | Option Awards | ||||||||||
Name | | | Number of securities underlying unexercised options (#) exercisable | | | Number of securities underlying unexercised options (#) unexercisable | | | Option exercise price ($) | | | Option expiration date |
Matthew Liotta(1) | | | 144,719 | | | — | | | $0.16 | | | 03/10/2027 |
Keith Rabin(1) | | | 30,975 | | | — | | | $8.52 | | | 11/26/2033 |
| | 239,053 | | | — | | | $0.14 | | | 11/15/2032 | |
| | 239,053 | | | — | | | $0.14 | | | 05/18/2032 | |
Nicholas Cooper(1) | | | — | | | — | | | — | | | — |
(1) | Represents fully-vested time based option awards. |
Name | | | Option awards ($)(1) | | | Total ($) |
Joan Sullivan Garrett(2) | | | 1,107 | | | 1,107 |
Michael D. Nichols(3) | | | — | | | — |
Peter Mirabello(4) | | | — | | | — |
Dana Born(5) | | | — | | | — |
Katherine Arris Wilson(6) | | | — | | | — |
(1) | Represents the aggregate grant date fair value of option awards granted under the Volato, Inc. 2021 Equity Incentive Stock Plan during the 2022 fiscal year, calculated in accordance with Financial Accounting Standards Board ASC Topic 718-Stock Compensation and using the assumptions contained in Note 12 to the financial statements included elsewhere herein. |
(2) | Ms. Garrett was granted an option award in the amount of 21,707 shares on December 19, 2022, with 1/24th of the total award vesting on a monthly basis each month thereafter, subject to continued service through each such vesting date and any additional accelerated vesting granted by the Volato board of directors in connection with the Business Combination. |
(3) | Mr. Nichols was granted an option award in the amount of 21,707 shares on August 15, 2021, with 1/24th of the total award vesting on a monthly basis each month thereafter, subject to continued service through each such vesting date and any additional accelerated vesting granted by the Volato board of directors in connection with the Business Combination. |
(4) | Mr. Mirabello’s service to the board began on December 1, 2023 and, accordingly, he did not receive a compensation award during fiscal year 2022. |
(5) | Dr. Born’s service to the board began on December 1, 2023 and, accordingly, she did not receive a compensation award during fiscal year 2022. |
(6) | Ms. Arris-Wilson’s service to the board began on December 1, 2023 and, accordingly, she did not receive a compensation award during fiscal year 2022. |
• | Prudent Share Request and Efficient Use of Equity. Under the terms of the 2023 Plan, no more than 20% of the issued and outstanding shares of our Class A Common Stock as of the date of Closing will be authorized for issuance under the plan (subject to adjustment for anti-dilution purposes). We are committed to the efficient use of equity awards and are mindful to ensure that our equity compensation program does not overly dilute our existing stockholders. To that end, the Compensation Committee will consider potential stockholder dilution, including burn rate and overhang, in the design and administration of equity awards. |
• | Independent Committee. The 2023 Plan will be administered by the Compensation Committee. All members of the Compensation Committee are intended to qualify as “independent” under the NYSE listing standards and as “non-employee directors” under Rule 16b-3 adopted under the Exchange Act. |
• | No Discounted Stock Options or SARs and Limit on Option and SAR Terms. Stock options and stock appreciation rights, or SARs, must have an exercise price or base price, as applicable, equal to or greater than the fair market value (which is generally defined to be the closing sale price on the trading day immediately preceding the date of grant) of our Class A Common Stock on the date of grant. In addition, the term of an option or SAR cannot exceed 10 years. |
• | No Stock Option or SAR Repricings Without Stockholder Approval. The 2023 Plan prohibits the repricing of stock options or SARs without the approval of stockholders. This 2023 Plan provision applies to (i) direct repricings (lowering the exercise price of an option or the base price of an SAR), (ii) indirect repricings (exchanging an outstanding option or SAR that is under water for cash, for options or SARs with an option price or base price less than that applicable to the original option or SAR, or for another equity award) and (iii) any other action that would be treated as a repricing under applicable stock exchange rules (subject to anti-dilution adjustments). |
• | Robust Minimum Vesting Requirements for stock-based awards. The 2023 Plan generally imposes a minimum vesting period of one year for Stock Options, SARs and other stock-based awards other than in the cases of death, disability, retirement or a change in control. The Administrator may provide for the grant of awards with shorter or no vesting periods but only with respect to awards covering no more than five percent of the shares authorized for issuance under the 2023 Plan and in certain other limited circumstances. We believe that our vesting and award practices are responsible and further our incentive and retention objectives. |
• | No Automatic “Single Trigger” Vesting Upon Change of Control. The 2023 Plan provides for double trigger treatment of awards upon a Change of Control and does not provide for automatic “single trigger” change of control vesting. Specifically, awards will vest upon a change of control only if (i) awards are not assumed, substituted or continued, or (ii) when such awards are assumed, substituted or continued, only if a participant’s employment is terminated beginning six months before and ending one year after the change of control (or such other period after a change of control as may be stated in a participant’s employment agreement, change in control agreement or similar agreement or arrangement, if applicable after the change of control) and only if such termination of employment or service is without cause or for good reason. Notwithstanding the prior sentence, unless an individual award agreement expressly provides otherwise, in the event that a participant has entered into, or is a participant in, an employment agreement, change of control agreement or plan or similar agreement, plan or arrangement with us, the participant will be entitled to the greater of the benefits provided upon a change of control under the 2023 Plan or the respective employment agreement, change of control agreement or similar agreement, plan or arrangement, and such employment agreement, change of control agreement or similar agreement, plan or arrangement will not be construed to reduce in any way the benefits otherwise provided to a participant upon the occurrence of a change of control as defined in the 2023 Plan. |
• | Prudent Change of Control Provisions. The 2023 Plan includes prudent “change of control” triggers such as requiring a change in beneficial ownership of more than 50% of our voting stock or other voting securities or consummation (rather than stockholder approval) of a merger or other transaction in which the holders of our common stock or other voting securities immediately prior to the transaction have voting control over less than 50% of the voting securities of the surviving corporation immediately after such transaction in order for a “change of control” to be deemed to have occurred. |
• | Prohibition of Certain Share Recycling, or “Liberal Share Counting”, Practices for Options and SARs. The 2023 Plan imposes conservative counting and share recycling provisions for awards. For instance, shares subject to awards that are tendered or withheld to satisfy tax withholding requirements, or payment of an option or SAR exercise price or in connection with net settlement of an award will not be added back for reuse under the 2023 Plan, nor will any shares repurchased on the open market with the portion of the proceeds of an option exercise that represents payment of the exercise price. |
• | No Grants of “Reload” Awards. The 2023 Plan does not provide for “reload” awards (the automatic substitution of a new award of like kind and amount upon the exercise of a previously granted award). |
• | Forfeiture and Clawback. The 2023 Plan authorizes the Administrator to require forfeiture and/or recoupment of plan benefits if a participant engages in certain types of detrimental conduct and to require that a participant be subject to any compensation recovery policy or similar policies that may apply to the participant or be imposed under applicable laws. |
• | No Dividends or Dividend Equivalents on Unearned Awards. Dividends and dividend equivalents on awards issued under the 2023 Plan may only be paid if and to the extent the award has vested or been earned, and no dividends may be paid on shares that are subject to options or SARs. |
• | Limits on Transferability of Awards. Unless permitted by the Administrator, the 2023 Plan does not permit awards to be transferred for value or other consideration. |
Redemption Date | | | Fair Market Value of Class A Common Stock | ||||||||||||||||||||||||
(period to expiration of warrants) | | | <10.00 | | | 11.00 | | | 12.00 | | | 13.00 | | | 14.00 | | | 15.00 | | | 16.00 | | | 17.00 | | | >18.00 |
60 months | | | 0.261 | | | 0.281 | | | 0.297 | | | 0.311 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
57 months | | | 0.257 | | | 0.277 | | | 0.294 | | | 0.310 | | | 0.324 | | | 0.337 | | | 0.348 | | | 0.358 | | | 0.361 |
54 months | | | 0.252 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.322 | | | 0.335 | | | 0.347 | | | 0.357 | | | 0.361 |
51 months | | | 0.246 | | | 0.268 | | | 0.287 | | | 0.304 | | | 0.320 | | | 0.333 | | | 0.346 | | | 0.357 | | | 0.361 |
48 months | | | 0.241 | | | 0.263 | | | 0.283 | | | 0.301 | | | 0.317 | | | 0.332 | | | 0.344 | | | 0.356 | | | 0.361 |
45 months | | | 0.235 | | | 0.258 | | | 0.279 | | | 0.298 | | | 0.315 | | | 0.330 | | | 0.343 | | | 0.356 | | | 0.361 |
42 months | | | 0.228 | | | 0.252 | | | 0.274 | | | 0.294 | | | 0.312 | | | 0.328 | | | 0.342 | | | 0.355 | | | 0.361 |
39 months | | | 0.221 | | | 0.246 | | | 0.269 | | | 0.290 | | | 0.309 | | | 0.325 | | | 0.340 | | | 0.354 | | | 0.361 |
36 months | | | 0.213 | | | 0.239 | | | 0.263 | | | 0.285 | | | 0.305 | | | 0.323 | | | 0.339 | | | 0.353 | | | 0.361 |
33 months | | | 0.205 | | | 0.232 | | | 0.257 | | | 0.280 | | | 0.301 | | | 0.320 | | | 0.337 | | | 0.352 | | | 0.361 |
30 months | | | 0.196 | | | 0.224 | | | 0.250 | | | 0.274 | | | 0.297 | | | 0.316 | | | 0.335 | | | 0.351 | | | 0.361 |
27 months | | | 0.185 | | | 0.214 | | | 0.242 | | | 0.268 | | | 0.291 | | | 0.313 | | | 0.332 | | | 0.350 | | | 0.361 |
24 months | | | 0.173 | | | 0.204 | | | 0.233 | | | 0.260 | | | 0.285 | | | 0.308 | | | 0.329 | | | 0.348 | | | 0.361 |
21 months | | | 0.161 | | | 0.193 | | | 0.223 | | | 0.252 | | | 0.279 | | | 0.304 | | | 0.326 | | | 0.347 | | | 0.361 |
18 months | | | 0.146 | | | 0.179 | | | 0.211 | | | 0.242 | | | 0.271 | | | 0.298 | | | 0.322 | | | 0.345 | | | 0.361 |
15 months | | | 0.130 | | | 0.164 | | | 0.197 | | | 0.230 | | | 0.262 | | | 0.291 | | | 0.317 | | | 0.342 | | | 0.361 |
12 months | | | 0.111 | | | 0.146 | | | 0.181 | | | 0.216 | | | 0.250 | | | 0.282 | | | 0.312 | | | 0.339 | | | 0.361 |
9 months | | | 0.090 | | | 0.125 | | | 0.162 | | | 0.199 | | | 0.237 | | | 0.272 | | | 0.305 | | | 0.336 | | | 0.361 |
6 months | | | 0.065 | | | 0.099 | | | 0.137 | | | 0.178 | | | 0.219 | | | 0.259 | | | 0.296 | | | 0.331 | | | 0.361 |
3 months | | | 0.034 | | | 0.065 | | | 0.104 | | | 0.150 | | | 0.197 | | | 0.243 | | | 0.286 | | | 0.326 | | | 0.361 |
0 months | | | — | | | — | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.323 | | | 0.361 |
Name of Beneficial Owner | | | Number of shares of Common Stock Beneficially Owned | | | Percentage of shares of outstanding Common Stock |
Greater than 5% Stockholders: | | | | | ||
PROOF Acquisition Sponsor I, LLC(1) | | | 5,507,813 | | | 19.64% |
Named Executive Officers and Directors:(2) | | | | | ||
Matthew Liotta(3) | | | 4,932,900 | | | 17.5% |
Nicholas Cooper(4) | | | 3,466,153 | | | 12.36% |
Michael Prachar(5) | | | 316,393 | | | 1.12% |
Keith Rabin(6) | | | 509,081 | | | 1.78% |
Mark Heinen | | | — | | | * |
Katherine Arris-Wilson(7) | | | 12,357 | | | * |
Dana Born | | | — | | | * |
Joan Sullivan Garrett(8) | | | 27,214 | | | * |
Peter Mirabello | | | — | | | * |
Michael Nichols(9) | | | 43,415 | | | * |
All directors and named executive officers as a group (10 individuals) | | | 8,689,470 | | | 30.99% |
* | Less than 1%. |
(1) | The business address of this beneficial owner is 11911 Freedom Drive, Suite 1080 Reston, VA 20190. 16,421 of its shares were forfeit to PACI in connection with the closing of the Business Combination. |
(2) | The business address of each of our officers and directors is 1954 Airport Road, Suite 124, Chamblee, Georgia 30341. |
(3) | Mr. Liotta beneficially owns (i) 3,466,153 shares of Common Stock held by Argand Group LLC in which Mr. Liotta holds shared voting and dispositive power, (ii) 144,719 shares of Common Stock underlying Options; and (iii) 1,322,118 shares of Common Stock held by PDK Capital, LLC in which Mr. Liotta has sole voting power and shares dispositive power with Ms. Liotta. |
(4) | Mr. Cooper beneficially owns 3,466,153 shares of Common Stock held by Hoop Capital LLC in which Mr. Cooper holds shared voting and investment power. |
(5) | Mr. Prachar beneficially owns 316,393 shares of Common Stock underlying Options. |
(6) | Mr. Rabin beneficially owns 509,081 shares of Common Stock underlying Options. |
(7) | Ms. Arris-Wilson beneficially owns 12,357 shares through The Katherine Wilson Revocable Trust for the benefit of Ms. Arris-Wilson. Ms. Arris-Wilson holds a pecuniary interest in PROOF Acquisition Sponsor I, LLC which holds shares in the Company for which she disclaims beneficial ownership. |
(8) | Ms. Garrett beneficially owns: (i) 5,507 shares of Common Stock; and (ii) 21,707 shares of Common Stock underlying Options. |
(9) | Mr. Nichols beneficially owns 43,415 shares of Common Stock underlying Options. |
| | Before the Offering(2) | | | After the Offering(3) | |||||||||||||||||||
Name of Selling Securityholders(1) | | | Number of Shares of Class A Common Stock | | | Number of Warrants | | | Number of Shares of Class A Common Stock Being Offered | | | Number of Warrants Being Offered | | | Number of Shares of Class A Common Stock | | | Percentage of Shares of Class A Common Stock | | | Number of Warrants | | | Percentage of Outstanding Warrants |
Proof Acquisition Sponsor I, LLC(4) | | | 5,507,813 | | | 14,455,500 | | | 5,507,813 | | | 14,455,500 | | | — | | | — | | | — | | | — |
Blackrock, Inc.(5) | | | 308,200 | | | 770,500 | | | 308,200 | | | 770,500 | | | — | | | — | | | — | | | — |
PROOF.vc SPV(4) | | | 1,067,566 | | | — | | | 1,067,566 | | | — | | | — | | | — | | | — | | | — |
Roth Capital Partners, LLC(6) | | | 284,363 | | | — | | | 284,363 | | | — | | | — | | | — | | | — | | | — |
| | Before the Offering(2) | | | After the Offering(3) | |||||||||||||||||||
Name of Selling Securityholders(1) | | | Number of Shares of Class A Common Stock | | | Number of Warrants | | | Number of Shares of Class A Common Stock Being Offered | | | Number of Warrants Being Offered | | | Number of Shares of Class A Common Stock | | | Percentage of Shares of Class A Common Stock | | | Number of Warrants | | | Percentage of Outstanding Warrants |
LSH Partners Securities LLC(7) | | | 213,273 | | | — | | | 213,273 | | | — | | | — | | | — | | | — | | | — |
BTIG, LLC(8) | | | 710,907 | | | — | | | 710,907 | | | — | | | — | | | — | | | — | | | — |
* | Less than 1%. |
(1) | Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. To our knowledge, subject to community property laws where applicable, each person named in the table has sole voting and investment power with respect to the common stock shown as beneficially owned by such selling stockholder, except as otherwise indicated in the footnotes to the table. |
(2) | The columns “Number of Shares of Class A Common Stock” and “Number of Shares of Class A Common Stock Being Offered” exclude the number of shares of Class A Common Stock underlying the Private Warrants. |
(3) | Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the assumption that no other shares of common stock are acquired or sold by the selling stockholder prior to completion of this offering. However, each selling stockholder may sell all, some or none of the shares offered pursuant to this prospectus and may sell other shares of common stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act, including under Rule 144. |
(4) | The business address of PROOF Acquisition Sponsor, LLC is 11911 Freedom Drive, Suite 1080, Reston, Virginia 20190. John Backus, Steve Mullins and Michael Zarlenga are managing members of PROOF Sponsor Management, LLC, the manager of PROOF Acquisition Sponsor I, LLC (“PASI”) and no person individually has the power to vote or control the interests of PASI. Each individual disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. |
(5) | Consists of (i) 11,063 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Total Return Bond Fund; (ii) 4,491 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Global Long/Short Credit Fund of Blackrock Funds IV; (iii) 119,659 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Strategic Income Opportunities Portfolio of Black Rock Funds V; (iv) 72,703 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Global Allocation Fund, Inc.; (v) 20,735 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Black Rock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.; (vi) 541 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Global Allocation Portfolio of Blackrock Series Fund, Inc.; (vii) 7,631 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Global Allocation Collective Fund; (viii) 19,506 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Capital Allocation Trust; (ix) 16,564 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock ESG Capital Allocation Trust; (x) 2,734 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Strategic Global Bond Fund Inc; (xi) 1,183 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Blackrock Investment Management (Australia) Limited As Responsible Entity of the Blackrock Global Allocation Fund (AUST); (xii) 29,444 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Master Total Return Portfolio of Master Bond LLC; (xiii) 1,946 shares of Common Stock which were converted from Class B Common Stock at the Merger Effective Time held by Strategic Income Opportunities Bond Fund; and (i) 51,838 shares of Common Stock underlying Private Warrants held by Black Rock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.; (ii) 27,657 shares of Common Stock underlying Private Warrants held by Blackrock Total Return Bond Fund; (iii) 11,228 shares of Common Stock underlying Private Warrants held by Blackrock Global Long/Short Credit Fund of Blackrock Funds IV; (iv) 299,148 shares of Common Stock underlying Private Warrants held by Blackrock Strategic Income Opportunities Portfolio of Black Rock Funds V; (v) 181,758 shares of Common Stock underlying Private Warrants held by Blackrock Global Allocation Fund, Inc.; (vi) 1,351 shares of Common Stock underlying Private Warrants held by Blackrock Global Allocation Portfolio of Blackrock Series Fund, Inc.; (vii) 19,079 shares of Common Stock underlying Private Warrants held by Blackrock Global Allocation Collective Fund; (viii) 48,765 shares of Common Stock underlying Private Warrants held by Blackrock Capital Allocation Trust; (ix) 41,409 shares of Common Stock underlying Private Warrants held by Blackrock ESG Capital Allocation Trust; (x) 6,834 shares of Common Stock underlying Private Warrants held by Blackrock Strategic Global Bond Fund Inc; (xi) 2,956 shares of Common Stock underlying Private Warrants held by Blackrock Investment Management (Australia) Limited As Responsible Entity of the Blackrock Global Allocation Fund (AUST); (xii) 73,612 shares of Common Stock underlying Private Warrants held by Master Total Return Portfolio of Master Bond LLC; and (xiii) 4,865 shares of Common Stock underlying Private Warrants held by Strategic Income Opportunities Bond Fund. The registered holders of the referenced shares are funds and accounts under management by subsidiaries of BlackRock, Inc. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is 50 Hudson Yards, New York, NY 10001. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
(6) | As members of Roth Capital, Byron Roth and Gordon Roth have voting and dispositive power with respect to the shares held of record by Roth. The business address of Roth Capital is 888 San Clemente Drive, Suite 400, Newport Beach, California 92660. |
(7) | The business address of LSH Partners Securities LLC is 444 Madison Avenue, Suite 2801 New York, New York 10022. |
(8) | The business address of BTIG, LLC is 600 Montgomery Street, 6th Floor, San Francisco, California 94111. |
| | Per Unit(1) | | | Total(1) | |||||||
| | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | |
Public offering price | | | $10.00 | | | $10.00 | | | $200,000,000 | | | $230,000,000 |
Underwriting Discounts and Commissions | | | $0.55 | | | $0.55 | | | $11,000,000 | | | $12,650,000 |
Proceeds, before expenses, to us | | | $9.45 | | | $9.45 | | | $189,000,000 | | | $217,350,000 |
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| | September 30, 2023 (Unaudited) | | | December 31, 2022 (Audited) | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash | | | $7,911,549 | | | $5,776,703 |
Accounts receivable, net | | | 2,020,453 | | | 1,879,672 |
Deposits on aircraft | | | 28,783,334 | | | 833,334 |
Prepaid expenses and other current assets | | | 5,149,128 | | | 2,210,946 |
Total current assets | | | 43,864,464 | | | 10,700,655 |
| | | | |||
Fixed assets, net | | | 1,006,726 | | | 348,562 |
Right-of-use asset | | | 1,354,581 | | | 1,574,144 |
Equity-method investment | | | 153,742 | | | 1,158,574 |
Deposits on aircraft | | | 3,000,000 | | | 12,000,000 |
Other deposits | | | 70,622 | | | 124,143 |
Restricted cash | | | 2,242,564 | | | 2,101,980 |
Intangible – Customer list | | | 206,033 | | | 251,525 |
Intangible Part 135 Certificates | | | 1,200,000 | | | 1,363,000 |
Goodwill | | | 634,965 | | | 634,965 |
Total assets | | | $53,733,697 | | | $30,257,548 |
| | | | |||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | | | | | ||
Current liabilities | | | | | ||
Accounts payable and accrued liabilities | | | $10,639,386 | | | $2,882,589 |
Loan from related party | | | 1,000,000 | | | 5,150,000 |
Convertible notes, net | | | — | | | 18,844,019 |
Operating lease liability, current | | | 315,075 | | | 283,087 |
Accrued interest | | | 60,000 | | | 780,606 |
Other loans | | | 21,781 | | | 56,980 |
Customers’ deposits | | | 6,315,916 | | | 2,163,056 |
Total current liabilities | | | 18,352,158 | | | 30,160,337 |
| | | | |||
Deferred income tax liability | | | 305,000 | | | 305,000 |
Operating lease liability, non-current | | | 1,049,954 | | | 1,291,057 |
Long term notes payable | | | 18,396,818 | | | 4,170,006 |
Total liabilities | | | 38,103,930 | | | 35,926,400 |
COMMITMENTS AND CONTINGENCIES (Note 13) | | | | | ||
| | | | |||
MEZZANINE EQUITY | | | | | ||
Preferred Seed Stock, par value $0.001, 3,981,236 shares authorized, 3,981,236 shares issued and outstanding as of September 30, 2023, and December 31, 2022 (*) | | | 4,585,000 | | | — |
Preferred Series A-1, 6,000,000 shares authorized, 1,205,000 and 0 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | | | 12,050,000 | | | — |
Preferred Series A-2, 3,327,624 shares authorized, 3,327,624 and 0 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | | | 19,905,900 | | | — |
Preferred Series A-3, 2,050,628 shares authorized, 2,050,628 and 0 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | | | 18,455,726 | | | — |
Total Mezzanine equity | | | 54,996,626 | | | — |
| | | |
| | September 30, 2023 (Unaudited) | | | December 31, 2022 (Audited) | |
SHAREHOLDERS’ DEFICIT | | | | | ||
Preferred Seed Stock, par value $0.001, 3,981,236 shares authorized, 3,981,236 shares issued and outstanding as of September 30, 2023, and December 31, 2022 (*) | | | — | | | 3,981 |
Common Stock, $0.001 par value, 26,249,929 shares authorized, 7,324,468 and 7,120,208 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively (*) | | | 7,324 | | | 7,120 |
Additional paid-in capital (*) | | | 680,927 | | | 5,175,307 |
Stock subscriptions receivable | | | (15,000) | | | (15,000) |
Accumulated deficit | | | (40,040,110) | | | (10,840,260) |
Total shareholders’ deficit | | | (39,366,859) | | | (5,668,852) |
Total liabilities, mezzanine equity and shareholders’ deficit | | | $53,733,697 | | | $30,257,548 |
(*) | The number of shares has been retroactively restated to reflect the one for 0.434159 reverse stock split, which was effective on July 21, 2023. The number of shares has been retroactively restated to reflect the two for one stock split, which was effective on January 6, 2023. |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Revenue | | | $13,180,950 | | | $14,075,955 | | | $41,860,775 | | | $60,791,225 |
Cost of revenue | | | 17,392,738 | | | 15,407,413 | | | 52,687,408 | | | 59,779,367 |
Gross profit (deficit) | | | (4,211,788) | | | (1,331,458) | | | (10,826,633) | | | 1,011,858 |
| | | | | | | | |||||
Operating expenses | | | | | | | | | ||||
Salaries and benefits | | | 3,221,384 | | | 1,790,892 | | | 8,831,948 | | | 3,845,741 |
Advertising | | | 805,784 | | | 93,959 | | | 1,383,118 | | | 229,788 |
Professional fees | | | 555,117 | | | 355,171 | | | 1,435,605 | | | 862,189 |
Stock-based compensation | | | 39,981 | | | 3,640 | | | 63,376 | | | 10,282 |
Depreciation and amortization | | | 105,862 | | | 30,087 | | | 207,890 | | | 121,195 |
General and administrative | | | 2,092,845 | | | 1,111,929 | | | 5,474,167 | | | 2,524,307 |
Loss from operations | | | (11,032,761) | | | (4,717,136) | | | (28,222,737) | | | (6,581,644) |
Other income (expense) | | | | | | | | | ||||
Gain from sale of Part 135 Certificate | | | — | | | — | | | 387,000 | | | — |
Income (loss) from equity-method investments | | | — | | | (3,019) | | | 21,982 | | | (37,301) |
Gain from sale of equity-method investment | | | — | | | — | | | 883,165 | | | — |
Gain from deconsolidation of investments | | | — | | | — | | | — | | | 580,802 |
Other income | | | 12,181 | | | 75,751 | | | 157,756 | | | 105,399 |
Interest income on restricted cash | | | 20,202 | | | — | | | 34,173 | | | — |
Interest expense, net | | | (825,118) | | | (206,338) | | | (2,461,189) | | | (453,002) |
Other income (expense) | | | (792,735) | | | (133,606) | | | (977,113) | | | 195,898 |
| | | | | | | | |||||
Loss before provision for income taxes | | | (11,825,496) | | | (4,850,742) | | | (29,199,850) | | | (6,385,746) |
Provision for income taxes (benefits) | | | — | | | — | | | — | | | (80,000) |
Net Loss before non-controlling interest | | | (11,825,496) | | | (4,850,742) | | | (29,199,850) | | | (6,305,746) |
Net Loss attributable to non-controlling interest | | | — | | | — | | | — | | | (32,600) |
| | | | | | | | |||||
Net Loss attributable to Volato Inc. | | | $(11,825,496) | | | $(4,850,742) | | | $(29,199,850) | | | $(6,273,146) |
| | | | | | | | |||||
Basic and Diluted Loss per share (*) | | | $(1.62) | | | $(0.68) | | | $(4.04) | | | $(0.88) |
Weighted average common share outstanding: | | | | | | | | | ||||
Basic and Diluted (*) | | | 7,317,382 | | | 7,120,208 | | | 7,234,827 | | | 7,120,208 |
(*) | The number of shares and per share amounts have been retroactively restated to reflect the one for 0.434159 reverse stock split, which was effective on July 21, 2023. The number of shares has been retroactively restated to reflect the two for one stock split, which was effective on January 6, 2023 |
| | Series Seed Convertible Preferred Stock (*) | | | Common Stock (*) | | | Additional Paid-in Capital (*) | | | Subscription Receivable | | | Retained Deficit | | | Total Shareholders’ Deficit | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||
Balance December 31, 2022 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,175,307 | | | $(15,000) | | | $(10,840,260) | | | $(5,668,852) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 8,135 | | | — | | | — | | | 8,135 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (7,514,781) | | | (7,514,781) |
Balance March 31, 2023 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,183,442 | | | $(15,000) | | | $(18,355,041) | | | $(13,175,498) |
| | Series Seed Convertible Preferred Stock (*) | | | Common Stock (*) | | | Additional Paid-in Capital (*) | | | Subscription Receivable | | | Retained Deficit | | | Total Shareholders’ Deficit | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||
Balance March 31, 2023 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,183,442 | | | $(15,000) | | | $(18,355,041) | | | $(13,175,498) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 15,260 | | | — | | | — | | | 15,260 |
Common stock issued from options exercise | | | — | | | — | | | 193,163 | | | 193 | | | 21,865 | | | — | | | — | | | 22,058 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (9,859,573) | | | (9,859,573) |
Balance June 30, 2023 | | | 3,981,236 | | | $3,981 | | | 7,313,371 | | | $7,313 | | | $5,220,567 | | | $(15,000) | | | $(28,214,614) | | | $(22,997,753) |
| | Series Seed Convertible Preferred Stock (*) | | | Common Stock (*) | | | Additional Paid-in Capital (*) | | | Subscription Receivable | | | Retained Deficit | | | Total Shareholders’ Deficit | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||
Balance June 30, 2023 | | | 3,981,236 | | | $3,981 | | | 7,313,371 | | | $7,313 | | | $5,220,567 | | | $(15,000) | | | $(28,214,614) | | | $(22,997,753) |
Reclassification of Series Seed to Mezzanine equity | | | — | | | (3,981) | | | — | | | — | | | (4,581,019) | | | — | | | — | | | (4,585,000) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 39,980 | | | — | | | — | | | 39,980 |
Common stock issued from options exercise | | | — | | | — | | | 11,097 | | | 11 | | | 1,399 | | | — | | | — | | | 1,410 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (11,825,496) | | | (11,825,496) |
Balance September 30, 2023 | | | 3,981,236 | | | $— | | | 7,324,468 | | | $7,324 | | | $680,927 | | | $(15,000) | | | $(40,040,110) | | | $(39,366,859) |
| | Series Seed Convertible Preferred Stock (*) | | | Common Stock (*) | | | Additional Paid-in Capital (*) | | | Subscription Receivable | | | Retained Deficit | | | Non- controlling Interest | | | Total Shareholders’ Equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||||||||
Balance December 31, 2021 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,124,399 | | | $(50,000) | | | $(1,473,328) | | | $4,297,767 | | | $7,909,939 |
Cash collected from subscription receivable | | | — | | | — | | | — | | | — | | | — | | | 20,000 | | | — | | | — | | | 20,000 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 2,724 | | | — | | | — | | | — | | | 2,724 |
Change in ownership interest in former subsidiary | | | — | | | — | | | — | | | — | | | 33,751 | | | — | | | — | | | — | | | 33,751 |
Deconsolidation of former subsidiaries | | | | | | | | | | | | | | | — | | | (4,265,167) | | | (4,265,167) | ||||||
Net Income (loss) | | | — | | | — | | | — | | | — | | | — | | | — | | | 324,827 | | | (32,600) | | | 292.227 |
Balance March 31, 2022 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,160,874 | | | $(30,000) | | | $(1,148,501) | | | $— | | | $3,993,474 |
| | Series Seed Convertible Preferred Stock (*) | | | Common Stock (*) | | | Additional Paid-in Capital (*) | | | Subscription Receivable | | | Retained Deficit | | | Non- controlling Interest | | | Total Shareholders’ Equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||||||||
Balance March 31, 2022 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,160,874 | | | $(30,000) | | | $(1,148,501) | | | $— | | | $3,993,474 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 3,918 | | | — | | | — | | | — | | | 3,918 |
Net Loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,747,231) | | | — | | | (1,747,231) |
Balance June 30, 2022 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,164,792 | | | $(30,000) | | | $(2,895,732) | | | $— | | | $2,250,161 |
| | Series Seed Convertible Preferred Stock (*) | | | Common Stock (*) | | | Additional Paid-in Capital (*) | | | Subscription Receivable | | | Retained Deficit | | | Non- controlling Interest | | | Total Shareholders’ Equity (deficit) | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||||||||
Balance June 30, 2022 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,164,792 | | | $(30,000) | | | $(2,895,732) | | | $— | | | $2,250,161 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 3,639 | | | — | | | — | | | — | | | 3,639 |
Net Loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (4,850,742) | | | — | | | (4,850,742) |
Balance September 30, 2022 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,168,431 | | | $(30,000) | | | $(7,746,474) | | | $— | | | $(2,596,942) |
(*) | The number of shares has been retroactively restated to reflect the one for 0.434159 reverse stock split, which was effective on July 21, 2023. The number of shares has been retroactively restated to reflect the two for one stock split, which was effective on January 6, 2023 |
| | For the Nine Months Ended September 30, | ||||
| | 2023 | | | 2022 | |
Operating activities: | | | | | ||
Net Loss | | | $(29,199,850) | | | $(6,273,146) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | ||
Depreciation and amortization expense | | | 207,890 | | | 121,195 |
Amortization right-of-use asset | | | 219,563 | | | — |
Stock compensation expense | | | 63,375 | | | 10,281 |
Gain from sale of equity-method investments | | | (883,165) | | | — |
Grain from deconsolidation | | | — | | | (580,802) |
Gain from sale of Part 135 certificate | | | (387,000) | | | — |
Deferred income tax benefit | | | — | | | (80,000) |
Loss (Gain) from equity-method investments | | | (21,982) | | | 37,301 |
Amortization of debt discount | | | 138,235 | | | 8,826 |
Changes in assets and liabilities: | | | | | ||
Accounts receivable, net | | | (140,781) | | | (601,415) |
Prepaid and other current assets | | | (2,738,182) | | | (1,506,699) |
Other deposits | | | 53,521 | | | (37,286) |
Account payable and accrued liabilities | | | 7,597,029 | | | 1,341,895 |
Lease liability operating lease | | | (209,115) | | | — |
Accrued interest | | | 978,083 | | | 438,868 |
Deposits on aircraft | | | (3,950,000) | | | (7,750,000) |
Customers’ deposits | | | 4,152,860 | | | 4,151,235 |
Net cash used in operating activities | | | (24,119,519) | | | (10,719,747) |
Investing activities: | | | | | ||
Cash payment for property, plant, and equipment | | | (820,561) | | | (227,701) |
Payments for purchase of interest in equity-method investment | | | (2,327,759) | | | — |
Proceeds from sale of interest in equity-method investment | | | 4,235,000 | | | 6,575,000 |
Proceeds from the sale of Part 135 certificate | | | 350,000 | | | — |
Payment from acquisition of GCA | | | — | | | (1,850,000) |
Cash obtained from acquisition of GCA | | | — | | | 678,963 |
Net cash provided by investing activities | | | 1,436,680 | | | 5,176,262 |
Financing activities: | | | | | ||
Proceeds from lines of credit | | | 1,000,000 | | | 4,950,000 |
Proceeds from exercise of stock options | | | 23,468 | | | — |
Proceeds from issuance of convertible notes | | | 12,670,000 | | | 9,362,000 |
Proceeds from sale of Series A | | | 12,050,000 | | | — |
Proceeds from other loans | | | — | | | 87,753 |
Repayment on loans | | | (785,199) | | | (27,893) |
Collection on subscription receivable | | | — | | | 20,000 |
Repayment of line of credit | | | — | | | (5,800,000) |
Net cash provided by financing activities | | | 24,958,269 | | | 8,591,860 |
Net increase in cash | | | 2,275,430 | | | 3,048,375 |
Cash and restricted cash, beginning of year | | | 7,878,683 | | | 1,608,184 |
Cash and restricted cash, end of period | | | $10,154,113 | | | $4,656,559 |
| | For the Nine Months Ended September 30, | ||||
| | 2023 | | | 2022 | |
Supplemental disclosure of cash flow information: | | | | | ||
Cash paid for interest | | | $1,305,190 | | | $5,431 |
Cash paid for income taxes | | | $— | | | $— |
Non-Cash Investing and Financing Activities: | | | | | ||
Credit facility for the aircraft deposit | | | $15,000,000 | | | $— |
Conversion of line of credit to convertible note with related party | | | $6,001,407 | | | $— |
Original debt discount from notes | | | $162,509 | | | $— |
Conversion of convertible notes to series A preferred | | | $38,361,626 | | | $— |
Payment from acquisition of GCA | | | $— | | | $1,850,000 |
Cash obtained from acquisition of GCA | | | $— | | | $678,963 |
Name of Consolidated Subsidiary or Entity | | | State or Other Jurisdiction of Incorporation or Organization | | | Attributable Interest |
Gulf Coast Aviation, Inc. renamed Volato Aircraft Management Service (“Volato AMS”) | | | Texas | | | 100% |
Fly Vaunt, LLC | | | Georgia | | | 100% |
Fly Dreams LLC (until March 3, 2023) | | | Georgia | | | 100% |
Classification | | | Life |
Machinery and equipment | | | 3-7 years |
Automobiles | | | 5 years |
Computer and office equipment | | | 5 years |
Software development costs | | | 3 years |
1. | Identification of the contract, or contracts, with a customer. |
2. | Identification of the performance obligation(s) in the contract. |
3. | Determination of the transaction price. |
4. | Allocation of the transaction to the performance obligation(s) in the contract. |
5. | Recognition of revenue when, or as the Company satisfies a performance obligation. |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |||||||
| | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Revenue from management of aircraft recognized over time | | | $2,869,480 | | | $779,333 | | | $5,788,107 | | | $1,545,980 |
Revenue from management of aircraft recognized at one point in time | | | 3,170,807 | | | 3,399,218 | | | 9,224,808 | | | 7,416,485 |
Revenue from charter flights and owner used recognized over time | | | 7,140,663 | | | 4,207,404 | | | 21,137,860 | | | 10,063,760 |
Revenue from the sale of aircraft recognized at one point in time: | | | — | | | 5,690,000 | | | 5,710,000 | | | 41,765,000 |
Total sources of revenue | | | $13,180,950 | | | $14,075,955 | | | $41,860,775 | | | $60,791,225 |
| | September 30, 2023 | |||||||
| | Cost | | | Accumulated Amortization | | | Net | |
Customer relationships | | | $300,809 | | | $(94,776) | | | $206,033 |
| | December 31, 2022 | |||||||
| | Cost | | | Accumulated Amortization | | | Net | |
Customer relationships | | | $300,809 | | | $(49,284) | | | $251,525 |
Twelve Months ending September 30, | | | Amount |
2024 | | | $60,162 |
2025 | | | 60,162 |
2026 | | | 60,162 |
2027 | | | 25,547 |
Total | | | $206,033 |
| | September 30, 2023 | | | Remaining Estimated Useful Life (Years) | |
Intangible asset – Part 135 certificate | | | $1,200,000 | | | Indefinite |
| | December 31, 2022 | | | Remaining Estimated Useful Life (Years) | |
Intangible assets – Part 135 certificates | | | $1,363,000 | | | Indefinite |
| | September 30, 2023 | | | December 31, 2022 | |
Machine and equipment | | | $185,915 | | | $173,035 |
Automobiles | | | 101,787 | | | 63,207 |
Computer and office equipment | | | 8,104 | | | 8,104 |
Software development costs | | | 932,450 | | | 163,349 |
Fixed assets, gross | | | 1,228,256 | | | 407,695 |
Less accumulated depreciation | | | (221,530) | | | (59,133) |
Fixed Assets, net | | | $1,006,726 | | | $348,562 |
| | September 30, 2023 | | | December 31, 2022 | |
Gulfstream aircraft deposits | | | $30,000,000 | | | $12,000,000 |
Honda aircraft deposits | | | 1,783,333 | | | 833,333 |
Total deposits on aircraft | | | $31,783,333 | | | $12,833,333 |
Less current portion | | | (28,783,333) | | | (833,333) |
Total deposits on aircraft non-current | | | $3,000,000 | | | $12,000,000 |
| | September 30, 2023 | | | December 31, 2022 | |
Investment in Volato 158 LLC | | | $153,742 | | | $151,874 |
Investment in Volato 239 LLC | | | — | | | 1,006,700 |
| | $153,742 | | | $1,158,574 |
| | September 30, 2023 | | | December 31, 2022 | |
Dennis Liotta, December 2021 – 4% interest – secured revolving loan, due January 2023 | | | $— | | | $5,150,000 |
Dennis Liotta, March 2023 – 10% interest – promissory note due March 2024 | | | 1,000,000 | | | — |
Total notes from related party - current | | | $1,000,000 | | | $5,150,000 |
| | September 30, 2023 | | | December 31, 2022 | |
2022 unsecured convertible notes, 5% coupon, due December 2023 | | | $ — | | | $18,879,000 |
2023 unsecured convertible notes, 4% coupon, due March 2024 | | | — | | | — |
Total unsecured convertible notes, gross | | | — | | | 18,879,000 |
Less unamortized debt discounts | | | — | | | (34,981) |
| | | | |||
Total unsecured convertible notes, net of discount | | | $— | | | $18,844,019 |
Less current portion | | | — | | | 18,844,019 |
Total unsecured convertible notes, net of discount non-current | | | $— | | | $— |
| | September 30, 2023 | | | December 31, 2022 | |
SAC Leasing G280 LLC credit facility, 12.5 % interest, net of deposits | | | $18,750,000 | | | 4,500,000 |
Less discounts | | | (353,182) | | | (329,994) |
Total notes payable, net of discount | | | $18,396,818 | | | 4,170,006 |
| | Number of Shares Authorized | | | Number of Shares Outstanding at September 30, 2023 | | | Par Value | |
Preferred stock As a Class | | | 15,359,488 | | | | | $0.001 | |
Designated Preferred Series Seed (*) | | | 3,981,236 | | | 3,981,236 | | | $0.001 |
Designated Preferred Series A-1 | | | 6,000,000 | | | 1,205,000 | | | $0.001 |
Designated Preferred Series A-2 | | | 3,327,624 | | | 3,327,624 | | | $0.001 |
Designated Preferred Series A-3 | | | 2,050,628 | | | 2,050,628 | | | $0.001 |
| | Number of Shares Authorized | | | Number of Shares Outstanding at September 30, 2023 | | | Par Value | |
Common Stock (*) | | | 26,249,929 | | | 7,324,468 | | | $0.001 |
| | Options | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Term (years) | |
Outstanding at December 31, 2022 | | | 2,470,365 | | | $0.14 | | | 9.4 |
Granted | | | 276,774 | | | $8.14 | | | — |
Cancelled | | | (309,122) | | | $0.22 | | | — |
Exercised | | | (204,311) | | | $0.12 | | | — |
Outstanding at September 30, 2023 | | | 2,233,706 | | | $1.12 | | | 9.0 |
Exercisable at September 30, 2023 | | | 645,927 | | | $0.17 | | | — |
| | Options Outstanding | | | Options Exercisable | ||||
Exercise Price | | | Shares | | | Life (in years) | | | Shares |
$0.12 | | | 158,466 | | | 7.9 | | | 106,005 |
$0.14 | | | 1,571,267 | | | 9.0 | | | 439,525 |
$0.16 | | | 231,552 | | | 8.6 | | | 97,684 |
$7.21 | | | 75,316 | | | 9.6 | | | — |
$8.52 | | | 197,105 | | | 9.9 | | | 2,713 |
| | 2,233,706 | | | 9.0 | | | 645,927 |
| | For The Nine Months Ending September 30, | ||||
| | 2023 | | | 2022 | |
Expected term | | | 2-4 | | | 4 |
Expected volatility | | | 30% | | | 30% |
Expected dividends | | | None | | | None |
Risk-free interest rate | | | 3.6%-4.6% | | | 1.9%-2.6% |
Forfeitures | | | None | | | None |
For the twelve months ended September 30, | | | Gulfstream G280 Fleet |
2024 | | | $41,250,000 |
2025 | | | 7,750,000 |
Total expected contractual payments | | | $49,000,000 |
| | | | |||
| | 15821 Ventura Boulevard, Suite 490, Encino, California 91436 Phone: (818) 461-0600 • Fax: (818) 461-0610 | | | Member of Russell Bedford International — a global network of independent professional services firms |
| | ||
| |
| | December 31, 2022(*) | | | December 31, 2021(*) | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash | | | $5,776,703 | | | $1,608,184 |
Accounts receivable | | | 1,879,672 | | | 422,785 |
Deposits on aircraft | | | 833,334 | | | 1,500,000 |
Prepaid expenses and other current assets | | | 2,210,946 | | | 579,711 |
Total current assets | | | 10,700,655 | | | 4,110,680 |
Fixed assets, net | | | 348,562 | | | 10,495,883 |
Right-of-use operating assets | | | 1,574,144 | | | — |
Equity-method investment | | | 1,158,574 | | | 163,000 |
Deposits on aircraft | | | 12,000,000 | | | — |
Other deposits | | | 124,143 | | | 57,732 |
Restricted cash | | | 2,101,980 | | | — |
Intangible – Customer list | | | 251,525 | | | — |
Intangible Part 135 Certificates | | | 1,363,000 | | | 163,000 |
Goodwill | | | 634,965 | | | — |
Total assets | | | $30,257,548 | | | $14,990,295 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | | | | | ||
Current liabilities | | | | | ||
Accounts payable and accrued liabilities | | | $2,882,589 | | | $519,245 |
Line of credit – related party | | | 5,150,000 | | | 6,000,000 |
Convertible notes, net | | | 18,844,019 | | | — |
Operating lease liability, current | | | 283,087 | | | — |
Accrued interest | | | 780,606 | | | 15,111 |
Other loans | | | 56,980 | | | — |
Customers ‘deposits | | | 2,163,056 | | | 546,000 |
Total current liabilities | | | 30,160,337 | | | 7,080,356 |
Deferred income tax liability | | | 305,000 | | | — |
Operating lease liability, non-current | | | 1,291,057 | | | — |
Long term notes payable | | | 4,170,006 | | | — |
Total liabilities | | | 35,926,400 | | | 7,080,356 |
COMMITMENTS AND CONTINGENCIES (Note 14) | | | | | ||
| | | | |||
Shareholders’ equity (deficit) | | | | | ||
Preferred Class Stock, par value $0.001 | | | 3,981 | | | 3,981 |
Common Stock, $0.001 par value | | | 7,120 | | | 7,120 |
Additional paid-in capital | | | 5,175,307 | | | 5,124,399 |
Stock subscriptions receivable | | | (15,000) | | | (50,000) |
Accumulated deficit | | | (10,840,260 | | | (1,473,328) |
Total shareholders’ equity (deficit) attributable to Volato, Inc. | | | (5,668,852) | | | 3,612,172 |
Non-controlling interest | | | — | | | 4,297,767 |
Total shareholders’ equity (deficit) | | | (5,668,852) | | | 7,909,939 |
Total liabilities and shareholders’ equity (deficit) | | | $30,257,548 | | | $14,990,295 |
(*) | The number of shares has been retroactively restated to reflect the two for one stock split, which was effective on January 6, 2023, and the one for 0.434159 reverse stock split, which was effective on July 21, 2023 |
| | For the Years Ended December 31, | ||||
| | 2022 | | | 2021 | |
Revenue | | | $96,706,478 | | | $1,055,849 |
Cost of revenue | | | 94,280,540 | | | 853,288 |
Gross profit | | | 2,425,938 | | | 202,561 |
| | | | |||
Operating expenses | | | | | ||
Salaries and benefits | | | 5,877,627 | | | 861,548 |
Advertising expenses | | | 404,677 | | | 387,873 |
Professional fees | | | 1,168,133 | | | 335,650 |
General and administrative | | | 3,998,116 | | | 786,132 |
Depreciation | | | 161,667 | | | 26,243 |
Loss from operations | | | (9,184,282) | | | (2,194,885) |
| | | | |||
Other income (expenses) | | | | | ||
Gain from deconsolidation of investments | | | 580,802 | | | 757,611 |
Loss from equity-method investments | | | (45,099) | | | (12,000) |
Other income | | | 60,102 | | | — |
Interest income | | | 2,281 | | | — |
Interest expense | | | (868,336 | | | (57,911) |
Other income (expenses) | | | (270,250) | | | 687,700 |
| | | | |||
Loss before provision for income taxes | | | (9,454,532) | | | (1,507,185) |
Provision for incomes taxes (benefit) | | | (55,000) | | | — |
Net Loss before non-controlling interest | | | (9,399,532) | | | (1,507,185) |
Net Loss attributable to non-controlling interest | | | (32,600) | | | (33,857) |
Net Loss attributable to Volato, Inc. | | | $(9,366,932) | | | $(1,473,328) |
Basic and Diluted net loss per share(*) | | | $(1.32) | | | $(0.24) |
Weighted average common share outstanding: | | | | | ||
Basic and diluted(*) | | | 7,120,208 | | | 6,143,083 |
(*) | The number of shares and per share amounts have been retroactively restated to reflect the two for one stock split, which was effective on January 6, 2023, and the one for 0.434159 reverse stock split, which was effective on July 21, 2023 |
| | Series Seed Convertible Preferred Stock(*) | | | Common Stock(*) | | | Additional Paid-in Capital(*) | | | Subscription Receivable | | | Retained Deficit | | | Non- controlling Interest | | | Total Shareholders’ Equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||||||||
Original contribution for Fly Dreams LLC | | | 141,536 | | | $141 | | | — | | | $— | | | $162,859 | | | $— | | | $— | | | $ | | | $163,000 |
Common stock issued for cash | | | | | | | 7,120,208 | | | 7,120 | | | 46,380 | | | (30,000) | | | — | | | | | 23,500 | |||
Preferred stock issued for cash | | | 3,831,019 | | | 3,831 | | | — | | | — | | | 4,408,169 | | | (20,000) | | | — | | | | | 4,392,000 | |
Preferred stock issued for cash-Fly Dreams LLC | | | 8,683 | | | 9 | | | — | | | — | | | 9,991 | | | — | | | — | | | | | 10,000 | |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 4,000 | | | — | | | — | | | | | 4,000 | |
Change in ownership interest in former subsidiary | | | — | | | — | | | — | | | — | | | 493,000 | | | — | | | — | | | | | 493,000 | |
Capital contributions from LLC members | | | | | | | | | | | | | | | — | | | 6,605,624 | | | 6,605,624 | ||||||
Deconsolidation of Volato 158 LLC | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,274,000) | | | (2,274,000) |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,473,328) | | | (33,857) | | | (1,507,185) |
Balance December 31, 2021 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,124,399 | | | $(50,000) | | | $(1,473,328) | | | $4,297,767 | | | $7,909,939 |
(*) | The number of shares and per share amounts have been retroactively restated to reflect the two for one stock split, which was effective on January 6, 2023, and the one for 0.434159 reverse stock split, which was effective on July 21, 2023 |
| | Series Seed Convertible Preferred Stock(*) | | | Common Stock(*) | | | Additional Paid-in Capital(*) | | | Subscription Receivable | | | Retained Deficit | | | Non- controlling Interest | | | Total Shareholders’ Equity (Deficit) | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||||||||
Balance December 31, 2021 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,124,399 | | | $(50,000) | | | $(1,473,328) | | | $4,297,767 | | | $7,909,939 |
Cash collected from subscription receivable | | | — | | | — | | | — | | | — | | | — | | | 35,000 | | | — | | | — | | | 35,000 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 17,157 | | | — | | | — | | | — | | | 17,157 |
Change in ownership interest in former subsidiary | | | — | | | — | | | — | | | — | | | 33,751 | | | — | | | — | | | — | | | 33,751 |
Deconsolidation of former subsidiaries | | | | | | | | | | | | | | | — | | | (4,265,167) | | | (4,265,167) | ||||||
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (9,366,932) | | | (32,600) | | | (9,399,532) |
Balance December 31, 2022 | | | 3,981,236 | | | $3,981 | | | 7,120,208 | | | $7,120 | | | $5,175,307 | | | $(15,000) | | | $(10,840,260) | | | $— | | | $(5,668,852) |
(*) | The number of shares and per share amounts have been retroactively restated to reflect the two for one stock split, which was effective on January 6, 2023, and the one for 0.434159 reverse stock split, which was effective on July 21, 2023 |
| | For the Years ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating activities: | | | | | ||
Net Loss | | | $(9,366,932) | | | $(1,507,185) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | ||
Depreciation and amortization expense | | | 161,667 | | | 26,243 |
Stock compensation expense | | | 17,157 | | | 4,000 |
Gain from sale of equity-method investments | | | (580,802) | | | (757,611) |
Loss from equity-method investments | | | 45,099 | | | 12,000 |
Deferred income tax benefit | | | (80,000) | | | — |
Amortization of debt discount | | | 42,040 | | | — |
Changes in assets and liabilities: | | | | | ||
Accounts receivable | | | (2,222,712) | | | (422,785) |
Prepaid and other current assets | | | (1,585,837) | | | (579,711) |
Deposits | | | (66,411) | | | (57,732) |
Account payable and accrued liabilities | | | 1,451,375 | | | 613,356 |
Accrued interest | | | 765,495 | | | 15,111 |
Deposits on aircraft | | | (11,333,334) | | | (1,500,000) |
Customers’ deposits | | | 1,320,865 | | | 546,000 |
Net cash used in operating activities | | | (21,432,330) | | | (3,608,314) |
Investing activities: | | | | | ||
Cash payment for property, plant, and equipment | | | (258,907) | | | (14,689,626) |
Proceeds from sale of interest in equity-method investment | | | 6,575,000 | | | 2,875,000 |
Payment for acquisition of GCA | | | (1,850,000) | | | — |
Cash obtained from acquisition of GCA | | | 678,963 | | | — |
Net cash provided by (used in) investing activities | | | 5,145,056 | | | (11,814,626) |
Financing activities: | | | | | ||
Proceeds from lines of credit | | | 4,950,000 | | | 13,000,000 |
Repayments of lines of credit | | | (5,800,000) | | | (5,700,000) |
Collection on subscription receivable | | | 35,000 | | | — |
Proceeds from issuance of convertible notes | | | 18,879,000 | | | — |
Proceeds from other loans | | | 4,500,000 | | | — |
Repayment on loans | | | (6,227) | | | — |
Proceeds from contributions of LLC members | | | — | | | 5,305,624 |
Proceeds from the sale of Series Seed preferred stock | | | — | | | 4,402,000 |
Proceeds from sale of common stock | | | — | | | 23,500 |
Net cash provided by financing activities | | | 22,557,773 | | | 17,031,124 |
Net increase in cash | | | 6,270,499 | | | 1,608,184 |
Cash and restricted cash, beginning of year | | | 1,608,184 | | | — |
Cash and restricted cash, end of period | | | $7,878,683 | | | $1,608,184 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash paid for interest | | | $60,774 | | | $42,945 |
Cash paid for income taxes | | | $— | | | $— |
Non-Cash Investing and Financing Activities: | | | | | ||
Conversion of line of credit into interest in Volato 158 LLC | | | $— | | | $1,300,000 |
Issuance of series seed preferred stock for intangible asset | | | $ | | | $163,000 |
Initial recognition of right-of-use asset | | | $1,611,644 | | | $— |
Fair value adjustment to equity-method investment upon deconsolidation | | | $33,751 | | | $493,000 |
Acquisition of vehicle – direct finance | | | $63,207 | | | $— |
Name of Consolidated Subsidiary or Entity | | | State or Other Jurisdiction of Incorporation or Organization | | | Attributable Interest |
Fly Dreams LLC | | | Georgia | | | 100% |
Gulf Coast Aviation, Inc. (“GCA”) | | | Texas | | | 100% |
Classification | | | Life |
Machinery and equipment | | | 3-7 years |
Classification | | | Life |
Automobiles | | | 5 years |
Computer and office equipment | | | 5 years |
Website development costs | | | 3 years |
1. | Identification of the contract, or contracts, with a customer. |
2. | Identification of the performance obligation(s) in the contract. |
3. | Determination of the transaction price. |
4. | Allocation of the transaction price to the performance obligation(s) in the contract. |
5. | Recognition of revenue when, or as the Company satisfies a performance obligation. |
Revenue from management of aircraft recognized over time: | | | $2,534,631 |
Revenue from management of aircraft recognized at one point in time: | | | $10,448,812 |
Revenue from charter fights and owner usage recognized over time: | | | $16,028,035 |
Revenue from the sale of aircraft recognized at one point in time: | | | $67,695,000 |
Revenue from management of aircraft recognized over time: | | | $64,157 |
Revenue from management of aircraft recognized at one point in time: | | | $135,748 |
Revenue from charter fights and owner usage recognized over time: | | | $855,944 |
| | March 11, 2022 | |
Cash | | | $1,850,000 |
Other consideration transferred | | | — |
Purchase price | | | $1,850,000 |
| | March 11, 2022 | |
Cash | | | $678,963 |
Accounts receivable | | | 246,675 |
Other current assets | | | 45,398 |
Fixed Assets | | | 5,455 |
Certificate | | | 1,200,000 |
Customer Relationships | | | 300,809 |
Deferred tax liability | | | (385,000) |
Accounts Payable and Accrued Expenses | | | (877,265) |
Net Assets Acquired | | | $1,215,035 |
Goodwill | | | 634,965 |
Total consideration | | | $1,850,000 |
| | Years ended December 31, | ||||
| | 2022 (Proforma)* | | | 2021 (Proforma) | |
Revenue | | | $98,470,671 | | | $14,206,376 |
Net loss | | | $(9,311,606) | | | $(1,301,360) |
* | Includes full year of GCA results, of which 9.5 months are included in the audited consolidated financial statements for the year ended December 31, 2022. |
| | December 31, 2022 | |||||||
| | Cost | | | Accumulated Amortization | | | Net | |
Customer relationships | | | $300,809 | | | $(49,284) | | | $251,525 |
| | December 31, 2022 | |||||||
| | Cost | | | Accumulated Amortization | | | Net | |
| | $300,809 | | | $(49,284) | | | $251,525 |
Fiscal years ending December 31, | | | Amount |
2023 | | | $60,162 |
2024 | | | 60,162 |
2025 | | | 60,162 |
2026 | | | 60,162 |
2027 | | | 10,877 |
| | $251,525 |
| | December 31, 2022 | | | Remaining Estimated Useful Life (Years) | |
Intangible asset – Part 135 certificates | | | $1,363,000 | | | Indefinite |
| | December 31, 2022 | | | December 31, 2021 | |
Aircraft | | | $— | | | $10,442,000 |
Machine and equipment | | | 173,035 | | | 80,126 |
Automobiles | | | 63,207 | | | — |
Website development costs | | | 114,361 | | | — |
Computer and office equipment | | | 8,104 | | | — |
Software development costs | | | 48,988 | | | — |
| | 407,695 | | | 10,522,126 | |
Less accumulated depreciation | | | (59,133) | | | (26,243) |
| | $348,562 | | | $10,495,883 |
| | December 31, 2022 | | | December 31, 2021 | |
Gulfstream aircraft deposits | | | $12,000,000 | | | $— |
Honda aircraft deposits | | | 833,333 | | | 1,500,000 |
Total deposits on aircraft | | | $12,833,333 | | | $1,500,000 |
Less current portion | | | (833,333) | | | (1,500,000) |
Total deposits on aircraft non-current | | | $12,000,000 | | | $— |
| | December 31, 2022 | | | December 31, 2021 | |
Dennis Liotta, December 2021 – 4% interest – secured revolving loan, due January 2023 | | | $5,150,000 | | | $6,000,000 |
Total Line of credit related party | | | $5,150,000 | | | $6,000,000 |
| | December 31, 2022 | | | December 31, 2021 | |
Various investors, 5% coupon, due December 2023 | | | $18,879,000 | | | $— |
Total convertible notes | | | 18,879,000 | | | — |
Less unamortized debt discounts | | | (34,981) | | | — |
Total convertible notes, net of discount | | | $18,844,019 | | | $— |
| | December 31, 2022 | | | December 31, 2021 | |
SAC Leasing G280 LLC credit facility, 12.5 % interest | | | $4,500,000 | | | — |
Less discounts | | | (329,994) | | | — |
Total notes payable, net of discount | | | $4,170,006 | | | — |
| | Number of Shares Authorized | | | Number of Shares Outstanding at December 31, 2022 | | | Par Value | |
Preferred Series Seed(*) | | | 3,981,236 | | | 3,981,236 | | | $0.001 |
Common Stock(*) | | | 13,621,739 | | | 7,120,208 | | | $0.001 |
(*) | The above table reflects the two-for-one stock split approved by the shareholders on November 15, 2022, which was effective on January 6, 2023, and the one-for-0.434159 reverse stock split approved by the shareholders and effective July 21, 2023, before issuance of the consolidated financial statements. |
| | Options | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Term (years) | |
Outstanding at January 1, 2021 | | | — | | | $— | | | — |
Granted | | | 604,349 | | | $0.12 | | | 10.0 |
Cancelled | | | — | | | $— | | | — |
Exercised | | | | | $— | | | — | |
Outstanding at December 31, 2021 | | | 604,349 | | | $0.12 | | | 9.6 |
Exercisable at December 31, 2021 | | | 51,520 | | | $0.12 | | |
| | Options | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Term (years) | |
Outstanding at January 1, 2021 | | | 604,349 | | | $0.12 | | | 9.6 |
Granted | | | 1,866,015 | | | $0.14 | | | 10.0 |
Cancelled | | | — | | | $— | | | — |
Exercised | | | — | | | $— | | | — |
Outstanding at December 31, 2022 | | | 2,470,364 | | | $0.14 | | | 9.4 |
Exercisable at December 31, 2022 | | | 344,304 | | | $0.12 | | |
| | Options Outstanding | | | Options Exercisable | ||||
Exercise Price | | | Shares | | | Life (in years) | | | Shares |
$ 0.12 | | | 604,349 | | | 8.6 | | | 226,268 |
$ 0.14 | | | 1,721,295 | | | 9.8 | | | 118,036 |
$ 0.16 | | | 144,720 | | | 9.2 | | | — |
| | 2,470,364 | | | 9.4 | | | 334,304 |
| | For Years Ending December 31, | ||||
| | 2022 | | | 2021 | |
Expected term | | | 5.50 – 6.25 | | | 5.00 – 6.25 |
Expected volatility | | | 30% | | | 30% |
Expected dividends | | | None | | | None |
Risk-free interest rate | | | 1.92%-3.99% | | | 1.08% |
Forfeitures | | | None | | | None |
| | 2022 | | | 2021 | |
Deferred Tax Assets | | | | | ||
Investment in Plane Cos LLC | | | $168,000 | | | $213,000 |
Loss carryforwards | | | 2,791,000 | | | 1,543,000 |
Other | | | 65,000 | | | 26,000 |
Total deferred tax assets | | | 3,024,000 | | | 1,782,000 |
Deferred Tax Liabilities | | | | | ||
Fixed assets | | | (399,000) | | | (1,416,000) |
Intangible assets | | | (347,000) | | | — |
Total deferred tax liabilities | | | (746,000) | | | (1,416,000) |
Less valuation allowance | | | (2,583,000) | | | (366,000) |
Net deferred tax assets (liabilities) | | | $(305,000) | | | $— |
| | Gulfstream | |
For the years ended December 31, | | | G280 Fleet |
2023 | | | $27,000,000 |
2024 | | | 40,000,000 |
Total expected contractual payments | | | $67,000,000 |
For the years ended December 31, | | | Operating Leases |
2023 | | | $456,750 |
2024 | | | 463,753 |
2025 | | | 471,019 |
2026 | | | 478,557 |
2027 | | | 162,126 |
TOTAL | | | $ 2,032,205 |
Less amount representing interest | | | 458,061 |
Present value of net minimum payments (inc. $283,087 classified as current operating lease liability) | | | $1,574,144 |
| | September 30, 2021 | | | March 31, 2021 | |
| | (unaudited) | | | (audited) | |
ASSETS | | | | | ||
Current assets – cash | | | $24,070 | | | $— |
Due from Sponsor | | | — | | | 25,000 |
Deferred offering costs | | | 340,869 | | | 194,401 |
Total Assets | | | $364,939 | | | $219,401 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | ||
Current Liabilities: | | | | | ||
Advances from related party | | | $716 | | | $716 |
Accrued offering costs | | | 230,120 | | | 194,401 |
Note Payable – Sponsor | | | 110,000 | | | — |
Total Current Liabilities | | | 340,836 | | | 195,117 |
| | | | |||
Commitments and contingencies (Note 5) | | | | | ||
| | | | |||
Shareholder’s Equity: | | | | | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class A common stock, $0.0001 par value; 70,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 5,750,000 shares issued and outstanding(1) | | | 575 | | | 575 |
Additional paid-in capital | | | 24,425 | | | 24,425 |
Accumulated deficit | | | (897) | | | (716) |
Total Shareholder’s Equity | | | 24,103 | | | 24,284 |
Total Liabilities and Shareholder’s Equity | | | $364,939 | | | $219,401 |
| | September 30, 2023 (unaudited) | | | December 31, 2022 (audited) | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash | | | $489,590 | | | $1,342,435 |
Prepaid expenses | | | 123,334 | | | 467,021 |
Total current assets | | | 612,924 | | | 1,809,456 |
Investments held in Trust | | | 69,830,544 | | | 285,581,779 |
Total Assets | | | $70,443,468 | | | $287,391,235 |
| | | | |||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | 1,286,564 | | | 132,417 |
Excise tax payable | | | 2,209,958 | | | — |
Income tax payable | | | 2,028,472 | | | 455,833 |
Total current liabilities | | | 5,524,994 | | | 588,250 |
Deferred income taxes | | | 62,441 | | | 317,426 |
Total Liabilities | | | 5,587,435 | | | 905,676 |
| | | | |||
Commitments and contingencies (Note 6) | | | | | ||
| | | | |||
Temporary Equity: | | | | | ||
Class A common stock subject to possible redemption; $0.0001 par value; 6,443,098 and 27,600,000 shares at redemption value of $10.74 and $10.31 at September 30, 2023 and December 31, 2022, respectively | | | 69,209,295 | | | 284,449,019 |
| | | | |||
Stockholders’ Equity (Deficit): | | | | | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class A common stock, $0.0001 par value; 70,000,000 shares authorized; none issued and outstanding (excluding 6,443,098 and 27,600,000 at September 30, 2023 and December 31, 2022, respectively, shares subject to possible redemption) | | | — | | | — |
Class B common stock, $0.0001 par value; 12,500,000 shares authorized; 6,900,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | | | 690 | | | 690 |
(Accumulated Deficit) Retained earnings | | | (4,353,952) | | | 2,035,850 |
Total Stockholders’ (Deficit) Equity | | | (4,353,262) | | | 2,036,540 |
Total Liabilities, Temporary Equity and Stockholders’ (Deficit) Equity | | | $70,443,468 | | | $287,391,235 |
| | For the Period From March 16, 2021 (inception) Through September 30, 2021 | | | For the Period From March 16, 2021 (inception) Through March 31, 2021 | |
| | (unaudited) | | | (audited) | |
Formation and operating costs | | | $ 897 | | | $716 |
| | | | |||
Net loss | | | $(897) | | | $(716) |
| | | | |||
Weighted average shares outstanding, basic and diluted (1) | | | 5,000,000 | | | 5,000,000 |
| | | | |||
Basic and diluted net loss per ordinary share | | | $(0.00) | | | $(0.00) |
| | For the Three Months Ended September 30, 2023 | | | For the Three Months Ended September 30, 2022 | |
Formation and operating expenses | | | $2,289,115 | | | $362,596 |
Operating loss | | | (2,289,115) | | | (362,596) |
| | | | |||
Interest income - investments held in Trust Account | | | 894,699 | | | 756,823 |
Other income | | | 894,699 | | | 756,823 |
(Loss) income before income tax | | | (1,394,416) | | | 394,227 |
Income tax expense | | | (178,920) | | | (146,608) |
Net (loss) income | | | $(1,573,336) | | | $247,619 |
Class A common stock - weighted average shares outstanding, basic and diluted | | | 6,443,098 | | | 27,600,000 |
Class A common stock - basic and diluted net (loss) income per share | | | $(0.12) | | | $0.01 |
Class B common stock - weighted average shares outstanding, basic and diluted | | | 6,900,000 | | | 6,900,000 |
Class B common stock - basic and diluted net (loss) income per share | | | $(0.12) | | | $0.01 |
| | For the Nine Months Ended September 30, 2023 | | | For the Nine Months Ended September 30, 2022 | |
Formation and operating expenses | | | $3,512,144 | | | $1,355,699 |
Operating loss | | | (3,512,144) | | | (1,355,699) |
| | | | |||
Interest income - investments held in Trust Account | | | 6,406,043 | | | 1,156,737 |
Other income | | | 6,406,043 | | | 1,156,737 |
| | | | |||
Income (loss) before income tax | | | 2,893,899 | | | (198,962) |
Income tax expense | | | (1,317,654) | | | (176,468) |
Net income (loss) | | | $1,576,245 | | | $(375,430) |
Class A common stock - weighted average shares outstanding, basic and diluted | | | 17,215,294 | | | 27,600,000 |
Class A common stock - basic and diluted net income (loss) per share | | | $0.07 | | | $(0.01) |
Class B common stock - weighted average shares outstanding, basic and diluted | | | 6,900,000 | | | 6,900,000 |
Class B common stock - basic and diluted net income (loss) per share | | | $0.07 | | | $(0.01) |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | ||||
| | Shares | | | Amount | | |||||||||
Balance, March 16, 2021 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B common stock to Sponsor(1) | | | 5,750,000 | | | 575 | | | 24,425 | | | — | | | 25,000 |
Net loss | | | — | | | — | | | — | | | (716) | | | (716) |
Balance, March 31, 2021 (audited) | | | 5,750,000 | | | $575 | | | $24,425 | | | $(716) | | | $24,284 |
Net loss | | | — | | | — | | | — | | | (181) | | | (181) |
Balance, September 30, 2021 (unaudited) | | | 5,750,000 | | | $575 | | | $24,425 | | | $(897) | | | $24,103 |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Retained Earnings (Accumulated Deficit) | | | Total Stockholders’ Equity (Deficit) | ||||
| Shares | | | Amount | | ||||||||||
Balance, December 31, 2022 | | | 6,900,000 | | | $690 | | | $— | | | $2,035,850 | | | $2,036,540 |
Remeasurement of Class A Common Stock to redemption value | | | — | | | — | | | — | | | (2,353,363) | | | (2,353,363) |
Net income | | | — | | | — | | | — | | | 1,879,261 | | | 1,879,261 |
Balance, March 31, 2023 | | | 6,900,000 | | | 690 | | | — | | | 1,561,748 | | | 1,562,438 |
Excise tax on Class A Common Stock redemptions | | | — | | | — | | | — | | | (2,209,958) | | | (2,209,958) |
Remeasurement of Class A Common Stock to redemption value | | | — | | | — | | | — | | | (2,410,447) | | | (2,410,447) |
Net income | | | — | | | — | | | — | | | 1,270,320 | | | 1,270,320 |
Balance, June 30, 2023 | | | 6,900,000 | | | 690 | | | $— | | | (1,788,337) | | | (1,787,647) |
Remeasurement of Class A Common Stock to redemption value | | | — | | | — | | | — | | | (992,279) | | | (992,279) |
Net loss | | | — | | | — | | | — | | | (1,573,336) | | | (1,573,336) |
Balance, September 30, 2023 | | | 6,900,000 | | | $690 | | | $— | | | $(4,353,952) | | | $(4,353,262) |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance, December 31, 2021 | | | 6,900,000 | | | $690 | | | $— | | | $(6,245,863) | | | $(6,245,173) |
Net loss | | | — | | | — | | | — | | | (466,910) | | | (466,910) |
Balance, March 31, 2022 | | | 6,900,000 | | | 690 | | | — | | | (6,712,773) | | | (6,712,083) |
Remeasurement of Class A Common Stock to redemption value | | | — | | | — | | | — | | | (141,596) | | | (141,596) |
Net loss | | | — | | | — | | | — | | | (156,141) | | | (156,141) |
Balance, June 30, 2022 | | | 6,900,000 | | | 690 | | | $— | | | (7,010,509) | | | (7,009,819) |
Remeasurement of Class A Common Stock to redemption value | | | — | | | — | | | — | | | (530,355) | | | (530,355) |
Net income | | | — | | | — | | | — | | | 247,619 | | | 247,619 |
Balance, September 30, 2022 | | | 6,900,000 | | | $690 | | | $— | | | $(7,293,245) | | | $(7,292,555) |
| | For The Period From March 16, 2021 (inception) Through September 30, 2021 | | | For The Period From March 16, 2021 (inception) Through March 31, 2021 | |
| | (unaudited) | | | (audited) | |
Cash flows from operating activities: | | | | | ||
Net loss | | | $(897) | | | $(716) |
Formation and organization costs paid by related party | | | 716 | | | 716 |
Changes in deferred offering costs | | | (146,468) | | | — |
Changes in accrued formation and offering costs | | | 35,719 | | | — |
Net cash used in operating activities | | | (110,930) | | | — |
| | | | |||
Cash flows from financing activities: | | | | | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | | | 25,000 | | | — |
Proceeds from sponsor note | | | 110,000 | | | — |
Net cash provided by financing activities | | | 135,000 | | | — |
| | | | |||
Net change in cash | | | 24,187 | | | — |
Cash at beginning of period | | | — | | | — |
Cash at end of period | | | $24,070 | | | $— |
| | | | |||
Non-cash financing activities: | | | | | ||
Class B common stock issued for due from Sponsor | | | $— | | | $25,000 |
Deferred offering costs included in accrued offering costs | | | $340,869 | | | $194,401 |
| | For the Nine Months Ended September 30, 2023 | | | For the Nine Months Ended September 30, 2022 | |
Cash flows from operating activities: | | | | | ||
Net income (loss) | | | $1,576,245 | | | $(375,430) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | ||
Income earned on Trust assets | | | (6,406,043) | | | (1,156,737) |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses | | | 343,687 | | | 402,450 |
Income taxes payable | | | 1,572,639 | | | — |
Deferred income taxes | | | (254,985) | | | — |
Accrued expenses | | | 1,154,147 | | | 71,926 |
Net cash used in operating activities | | | (2,014,310) | | | (1,057,791) |
| | | | |||
Cash flows from investing activities: | | | | | ||
Deposit into Trust Account for extension | | | (800,000) | | | — |
Withdrawal from Trust Account for redemptions | | | 220,995,813 | | | — |
Withdrawal from Trust Account for tax | | | 1,961,465 | | | — |
Net cash provided by investing activities | | | 222,157,278 | | | — |
| | | | |||
Cash flows from financing activities: | | | | | ||
Trust redemptions | | | (220,995,813) | | | — |
Net cash used in financing activities | | | (220,995,813) | | | — |
| | | | |||
Net change in cash | | | (852,845) | | | (1,057,791) |
Cash at beginning of period | | | 1,342,435 | | | 2,579,658 |
Cash at end of period | | | $489,590 | | | $1,521,867 |
| | | | |||
Non-cash financing activities: | | | | | ||
Excise tax on redemption of Class A common stock subject to possible redemption | | | $2,209,958 | | | $— |
Remeasurement of Class A common stock subject to possible redemption | | | $5,756,089 | | | $671,951 |
| | For the Three Months Ended September 30, 2023 | | | For the Three Months Ended September 30, 2022 | |||||||
| | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net income per share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net (loss) income | | | $(759,731) | | | $(813,605) | | | $198,095 | | | $49,524 |
Denominator: | | | | | | | | | ||||
Basic and diluted weighted average shares outstanding | | | 6,443,098 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 |
Basic and diluted net (loss) income per share | | | $(0.12) | | | $(0.12) | | | $0.01 | | | $0.01 |
| | For the Nine Months Ended September 30, 2023 | | | For the Nine Months Ended September 30, 2022 | |||||||
| | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net income per share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss) | | | $1,125,241 | | | $451,004 | | | $(300,344) | | | $(75,086) |
Denominator: | | | | | | | | | ||||
Basic and diluted weighted average shares outstanding | | | 17,215,294 | | | 6,900,000 | | | 27,600,000 | | | 6,900,000 |
Basic and diluted net income (loss) per share | | | $0.07 | | | $0.07 | | | $(0.01) | | | $(0.01) |
Class A common stock subject to possible redemption at December 31, 2022 | | | $284,449,019 |
Re-measurement of carrying value to redemption value | | | 2,353,363 |
Class A common stock subject to possible redemption at March 31, 2023 | | | 286,802,382 |
Re-measurement of carrying value to redemption value | | | 1,930,447 |
Extension deposit | | | 480,000 |
Redemption | | | (220,995,813) |
Class A common stock subject to possible redemption at June 30, 2023 | | | 68,217,016 |
Re-measurement of carrying value to redemption value | | | 632,279 |
Extension deposit | | | 360,000 |
Class A common stock subject to possible redemption at September 30, 2023 | | | $69,209,295 |
Description | | | Level | | | December 31, 2022 | | | September 30, 2023 |
Assets: | | | | | | | |||
Marketable securities held in the Trust Account | | | 1 | | | $69,830,544 | | | $285,581,779 |
| | December 31, 2022 | | | December 31, 2021 | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash | | | $1,342,435 | | | $2,579,658 |
Prepaid expenses | | | 467,021 | | | 993,608 |
Total current assets | | | 1,809,456 | | | 3,573,266 |
Investments held in Trust | | | 285,581,779 | | | 281,521,183 |
Total Assets | | | $287,391,235 | | | $285,094,449 |
| | | | |||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | ||
Current Liabilities: | | | | | ||
Accrued expenses | | | $905,676 | | | $159,622 |
Total current liabilities | | | 905,676 | | | 159,622 |
Deferred underwriting commission | | | — | | | 9,660,000 |
Total Liabilities | | | 905,676 | | | 9,819,622 |
| | | | |||
Commitments and contingencies (Note 5) | | | | | ||
| | | | |||
Temporary Equity: | | | | | ||
Class A Common Stock subject to possible redemption; $0.0001 par value; 27,600,000 shares at redemption value of $10.31 at December 31, 2022 and $10.20 at December 31, 2021 | | | 284,449,019 | | | 281,520,000 |
| | | | |||
Stockholders’ Equity (Deficit): | | | | | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — | | | — |
Class A Common Stock, $0.0001 par value; 70,000,000 shares authorized; none issued and outstanding (excluding 27,600,000 shares subject to possible redemption) | | | — | | | — |
Class B Common Stock, $0.0001 par value; 12,500,000 shares authorized; 6,900,000 shares issued and outstanding | | | 690 | | | 690 |
Retained earnings (Accumulated deficit) | | | 2,035,850 | | | (6,245,863) |
Total Stockholders’ Equity (Deficit) | | | 2,036,540 | | | (6,245,173) |
Total Liabilities, Temporary Equity and Stockholders’ Equity (Deficit) | | | $287,391,235 | | | $285,094,449 |
| | Year Ended December 31, 2022 | | | For the period from March 16, 2021 (inception) through December 31, 2021 | |
Formation and operating expenses | | | $1,736,604 | | | $383,077 |
Operating loss | | | (1,736,604) | | | (383,077) |
| | | | |||
Interest income - investments held in Trust Account | | | 4,060,596 | | | 1,183 |
Other income | | | 4,060,596 | | | 1,183 |
Income (loss) before income tax | | | 2,323,992 | | | (381,894) |
Income tax expense | | | (773,259) | | | — |
Net income (loss) | | | $1,550,733 | | | $(381,894) |
Class A Common Stock - weighted average shares outstanding, basic and diluted | | | 27,600,000 | | | 2,810,182 |
Class A Common Stock - basic and diluted net income (loss) per share | | | $0.05 | | | $(0.04) |
Class B Common Stock - weighted average shares outstanding, basic and diluted(1) | | | 6,900,000 | | | 6,091,636 |
Class B Common Stock - basic and diluted net income (loss) per share | | | $0.05 | | | $(0.04) |
(1) | On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B Common Stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares. All share amounts retroactively restated to account for the share split as discussed in Note 5. |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Retained Earnings Accumulated Deficit | | | Total Stockholders’ Equity (Deficit) | ||||
| | Shares | | | Amount | | |||||||||
Balance, December 31, 2021 | | | 6,900,000 | | | $690 | | | $— | | | $(6,245,863) | | | $(6,245,173) |
Remeasurement of Class A Common Stock to redemption value | | | — | | | — | | | — | | | (2,929,019) | | | (2,929,019) |
Gain on deferred underwriting commission | | | — | | | — | | | — | | | 9,660,000 | | | 9,660,000 |
Net income | | | — | | | — | | | — | | | 1,550,733 | | | 1,550,733 |
Balance, December 31, 2022 | | | 6,900,000 | | | $690 | | | $— | | | $2,035,850 | | | $2,036,540 |
| | Class B Common Stock | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholders’ Deficit | ||||
| | Shares | | | Amount | | |||||||||
Balance, March 16, 2021 (inception) | | | — | | | $— | | | $— | | | $— | | | $— |
Issuance of Class B Common Stock to Sponsor(1) | | | 6,900,000 | | | 690 | | | 24,310 | | | — | | | 25,000 |
Private placement warrants proceeds in excess of fair value | | | — | | | — | | | | | 5,411,275 | | | 5,411,275 | |
Re-measurement of Class A Common Stock subject to possible redemption to redemption value | | | — | | | — | | | (24,310) | | | (11,275,244) | | | (11,299,554) |
Net loss | | | — | | | — | | | — | | | (381,894) | | | (381,894) |
Balance, December 31, 2021 | | | 6,900,000 | | | $690 | | | $— | | | $(6,245,863) | | | $(6,245,173) |
(1) | On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B Common Stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares. All share amounts retroactively restated to account for the share split as discussed in Note 5. |
| | Year ended December 31, 2022 | | | Period From March 16, 2021 (inception) Through December 31, 2021 | |
Cash flows from operating activities: | | | | | ||
Net income (loss) | | | $1,550,733 | | | $(381,894) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | ||
Income earned on Trust assets | | | (4,060,596) | | | (1,183) |
Changes in operating assets and liabilities: | | | | | ||
Prepaid expenses | | | 526,586 | | | (993,608) |
Accrued expenses | | | 746,054 | | | 159,622 |
Net cash used in operating activities | | | (1,237,223) | | | (1,217,063) |
| | | | |||
Cash flows from investment activities: | | | | | ||
Funds deposited into Trust Account | | | — | | | (281,520,000) |
Net cash used in investing activities | | | — | | | (281,520,000) |
| | | | |||
Cash flows from financing activities: | | | | | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | | | — | | | 25,000 |
Proceeds from sale of units | | | — | | | 276,000,000 |
Proceeds from sale of warrants | | | — | | | 15,226,000 |
Offering costs | | | — | | | (5,934,279) |
Proceeds from sponsor note | | | — | | | 110,000 |
Repayment of sponsor note | | | — | | | (110,000) |
Net cash provided by financing activities | | | — | | | 285,316,721 |
| | | | |||
Net change in cash | | | (1,237,223) | | | 2,579,658 |
Cash at beginning of period | | | 2,579,658 | | | — |
Cash at end of period | | | $1,342,435 | | | $2,579,658 |
| | | | |||
Non-cash financing activities: | | | | | ||
Deferred underwriting fee incurred (written off) | | | $(9,660,000) | | | $9,660,000 |
Re-measurement of Class A ordinary shares subject to possible redemption | | | $2,929,019 | | | $(11,299,554) |
Initial value of Class A Common Stock subject to possible redemption | | | $— | | | $281,520,000 |
| | As previously reported | | | Adjustments | | | As restated | |
March 31, 2022 balance sheet | | | | | | | |||
Prepaid expenses | | | $732,415 | | | $161,918 | | | $894,333 |
Total current assets | | | 2,950,517 | | | 161,918 | | | 3,112,435 |
Total assets | | | 284,498,465 | | | 161,918 | | | 284,660,383 |
Accumulated Deficit | | | (6,874,691) | | | 161,918 | | | (6,712,773) |
Total Stockholders’ Deficit | | | (6,874,001) | | | 161,918 | | | (6,712,083) |
Total Liabilities, Temporary Equity and Stockholders’ Deficit | | | 284,498,465 | | | 161,918 | | | 284,660,383 |
| | | | | | ||||
Statement of changes in stockholders’ deficit for the three months ended March 31, 2022 | | | | | | | |||
Net loss | | | $(628,828) | | | $161,918 | | | $(466,910) |
Accumulated Deficit - March 31, 2022 | | | (6,874,691) | | | 161,918 | | | (6,712,773) |
Total Stockholders’ Deficit | | | (6,874,001) | | | 161,918 | | | (6,712,083) |
| | | | | | ||||
Statement of operations for the three months March 31, 2022 | | | | | | | |||
Formation and operating cost | | | $655,593 | | | $(161,918) | | | $493,675 |
Operating loss | | | (655,593) | | | 161,918 | | | (493,675) |
Net loss | | | (628,828) | | | 161,918 | | | (466,910) |
Class A Common Stock - basic and diluted net loss per share | | | (0.02) | | | 0.01 | | | (0.01) |
Class B Common Stock - basic and diluted net loss per share | | | (0.02) | | | 0.01 | | | (0.01) |
| | | | | | ||||
Statement of cash flows for the three months ended March 31, 2022 | | | | | | | |||
Net loss | | | $(628,828) | | | $161,918 | | | $(466,910) |
Change in prepaid expenses | | | 261,193 | | | (161,918) | | | 99,275 |
| | | | | | ||||
June 30, 2022 balance sheet | | | | | | | |||
Prepaid expenses | | | 459,537 | | | 282,008 | | | 741,545 |
Total current assets | | | 2,324,247 | | | 282,008 | | | 2,606,255 |
Total assets | | | 284,245,344 | | | 282,008 | | | 284,527,352 |
Accumulated Deficit | | | (7,292,517) | | | 282,008 | | | (7,010,509) |
Total Stockholders’ Deficit | | | (7,291,827) | | | 282,008 | | | (7,009,819) |
Total Liabilities, Temporary Equity and Stockholders’ Deficit | | | 284,245,344 | | | 282,008 | | | 284,527,352 |
| | | | | | ||||
Statement of changes in stockholders’ deficit for the six months ended June 30, 2022 | | | | | | | |||
Net loss | | | $(905,058) | | | $282,008 | | | $(623,050) |
Accumulated Deficit - June 30, 2022 | | | (7,292,517) | | | 282,008 | | | (7,010,509) |
Total Stockholders’ Deficit | | | (7,291,827) | | | 282,008 | | | (7,009,819) |
| | | | | | ||||
Statement of operations for the three months June 30, 2022 | | | | | | | |||
Formation and operating cost | | | $619,518 | | | $(120,089) | | | $499,429 |
Operating loss | | | 619,518 | | | (120,089) | | | 499,429 |
Loss before income tax | | | (246,370) | | | 120,089 | | | (126,281) |
Net loss | | | (276,230) | | | 120,089 | | | (156,141) |
Class A Common Stock - basic and diluted net loss per share | | | (0.01) | | | 0.01 | | | — |
Class B Common Stock - basic and diluted net loss per share | | | (0.01) | | | 0.01 | | | — |
| | As previously reported | | | Adjustments | | | As restated | |
| | | | | | ||||
Statement of operations for the six months June 30, 2022 | | | | | | | |||
Formation and operating cost | | | $1,275,111 | | | $(282,008) | | | $993,103 |
Operating loss | | | 1,275,111 | | | (282,008) | | | 993,103 |
Loss before income tax | | | (875,197) | | | 282,008 | | | (593,189) |
Net loss | | | (905,058) | | | 282,008 | | | (623,050) |
Class A Common Stock - basic and diluted net loss per share | | | (0.03) | | | 0.01 | | | (0.02) |
Class B Common Stock - basic and diluted net loss per share | | | (0.03) | | | 0.01 | | | (0.02) |
| | | | | | ||||
Statement of cash flows for the six months ended June 30, 2022 | | | | | | | |||
Net loss | | | $(905,058) | | | $282,008 | | | $(623,050) |
Change in prepaid expenses | | | 534,070 | | | (282,008) | | | 252,062 |
| | | | | | ||||
September 30, 2022 balance sheet | | | | | | | |||
Prepaid expenses | | | $182,315 | | | $408,842 | | | $591,157 |
Total current assets | | | 1,704,182 | | | 408,842 | | | 2,113,024 |
Total assets | | | 284,382,102 | | | 408,842 | | | 284,790,944 |
Accumulated Deficit | | | (7,702,087) | | | 408,842 | | | (7,293,245) |
Total Stockholders’ Deficit | | | (7,701,397) | | | 408,842 | | | (7,292,555) |
Total Liabilities, Temporary Equity and Stockholders’ Deficit | | | 284,382,102 | | | 408,842 | | | 284,790,944 |
| | | | | | ||||
Statement of changes in stockholders’ deficit for the nine months ended September 30, 2022 | | | | | | | |||
Net loss | | | $(784,272) | | | $408,842 | | | $(375,430) |
Accumulated Deficit - September 30, 2022 | | | (7,702,087) | | | 408,842 | | | (7,293,245) |
Total Stockholders’ Deficit | | | (7,701,397) | | | 408,842 | | | (7,292,555) |
| | | | | | ||||
Statement of operations for the three months September 30, 2022 | | | | | | | |||
Formation and operating cost | | | $489,430 | | | $(126,834) | | | $362,596 |
Operating loss | | | (489,430) | | | 126,834 | | | (362,596) |
Income (loss) before income tax | | | 267,393 | | | 126,834 | | | 394,227 |
Net income | | | 120,785 | | | 126,834 | | | 247,619 |
Class A Common Stock - basic and diluted net loss per share | | | — | | | 0.01 | | | 0.01 |
Class B Common Stock - basic and diluted net loss per share | | | — | | | 0.01 | | | 0.01 |
| | | | | | ||||
Statement of operations for the nine months September 30, 2022 | | | | | | | |||
Formation and operating cost | | | $1,764,541 | | | $(408,842) | | | $1,355,699 |
Operating loss | | | (1,764,541) | | | 408,842 | | | (1,355,699) |
Income (loss) before income tax | | | (607,804) | | | 408,842 | | | (198,962) |
Net loss | | | (784,272) | | | 408,842 | | | (375,430) |
Class A Common Stock - basic and diluted net loss per share | | | (0.02) | | | 0.01 | | | (0.01) |
Class B Common Stock - basic and diluted net loss per share | | | (0.02) | | | 0.01 | | | (0.01) |
| | | | | | ||||
Statement of cash flows for the nine months ended September 30, 2022 | | | | | | | |||
Net loss | | | $(784,272) | | | $408,842 | | | $(375,430) |
Change in prepaid expenses | | | 811,292 | | | (408,842) | | | 402,450 |
| | For the Year Ended December 31, 2022 | | | For the period from March 16, 2021 (inception) through December 31, 2021 | |||||||
| | Class A | | | Class B | | | Class A | | | Class B | |
Basic and diluted net income per share | | | | | | | | | ||||
Numerator: | | | | | | | | | ||||
Allocation of net income (loss) | | | $1,240,586 | | | $310,147 | | | $(120,559) | | | $(261,335) |
Denominator: | | | | | | | | | ||||
Basic and diluted weighted average shares outstanding | | | 27,600,000 | | | 6,900,000 | | | 2,810,182 | | | 6,091,636 |
Basic and diluted net income (loss) per share | | | $0.05 | | | $0.05 | | | $(0.04) | | | $(0.04) |
Description | | | December 31, 2021 |
Gross proceeds | | | $276,000,000 |
Less: | | | |
Offering costs allocated to Class A Common Stock subject to possible redemption | | | (368,276) |
Private placement warrants proceeds in excess of fair value | | | (5,411,275) |
Plus: | | | |
Re-measurement of carrying value to redemption value | | | 11,299,544 |
Class A Common Stock subject to possible redemption at December 31, 2021 | | | 281,520,000 |
Re-measurement of carrying value to redemption value | | | 2,929,019 |
Class A Common Stock subject to possible redemption at December 31, 2022 | | | $284,449,019 |
Description | | | Level | | | December 31, 2022 | | | December 31, 2021 |
Assets: | | | | | | | |||
Marketable securities held in the Trust Account | | | 1 | | | $285,581,779 | | | $281,521,183 |
| | December 31, 2022 | | | December 31, 2021 | |
Deferred tax assets: | | | | | ||
Net operating losses | | | $— | | | $127,274 |
Start-up costs | | | 365,419 | | | 47,076 |
Total deferred tax assets | | | 365,419 | | | 174,350 |
Valuation Allowance | | | (365,419) | | | (174,350) |
Deferred tax asset, net of allowance | | | — | | | — |
Deferred tax liabilities: | | | | | ||
Accrued investment income | | | (317,423) | | | — |
Total deferred tax liabilities | | | (317,423) | | | — |
Deferred tax liability, net | | | $(317,423) | | | $— |
| | For the Year Ended December 31, 2022 | | | For the Period From March 16, 2021 (Inception) Through December 31, 2021 | |
Federal | | | | | ||
Current | | | $455,836 | | | $— |
Deferred | | | 126,354 | | | (174,350) |
State and local | | | | | ||
Current | | | — | | | — |
Deferred | | | — | | | — |
Change in valuation allowance | | | 191,069 | | | 174,350 |
Income tax provision | | | $773,259 | | | $— |
| | For the Year Ended December 31, 2022 | | | For the Period From March 16, 2021 (Inception) Through December 31, 2021 | |
U.S. federal statutory rate | | | 21.0% | | | 21.0% |
NOL true up | | | 4.0% | | | — |
Valuation allowance | | | 8.3% | | | (21.0)% |
Income tax provision | | | 33.3% | | | — |
Item 13. | Other Expenses of Issuance and Distribution. |
SEC | | | $ |
| | ||
Accounting fees and expenses | | | |
Miscellaneous | | | |
Total | | | $ |
Item 14. | Indemnification of Directors and Officers. |
Item 16. | Exhibits and |
Exhibit No. | | | Description |
| | Business Combination Agreement, dated as of August 1, 2023, by and | |
| | ||
| | Second Amended and Restated Certificate of | |
| | ||
| | Second Amended and Restated Bylaws of PROOF Acquisition Corp I (incorporated by | |
| | ||
| | Specimen Class A Common Stock Certificate of Volato Group, Inc (incorporated by reference herein from the | |
| | ||
| | Specimen Warrant Certificate (Incorporated by |
| | ||
| | Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, dated as of | |
| | Opinion of |
|
Exhibit No. | | | Description |
| | Volato Group, Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8 (File No. 333-276874), filed with the Securities and Exchange Commission on February 5, 2024). | |
| | ||
| | Volato, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-8 (File No. 333-276874), filed with the Securities and Exchange Commission on February 5, 2024). | |
| | ||
| | Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Nicholas Cooper (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Steven Drucker (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Mark Heinen (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Matthew Liotta (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Michael Prachar (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Keith Rabin (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Form of Amended and Restated Registration Rights Agreement, dated December 1, 2023, by and among PROOF Acquisition Corp I, PROOF Acquisition Sponsor I, LLC and certain other securities holders named therein (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Form of Lock-up Agreement ((incorporated by reference to Exhibit 10.13 to PROOF Acquisition Corp I’s Registration Statement on Form S-4 (File No. 333-274082), filed with the Securities and Exchange Commission on August 18, 2023). | |
| | ||
| | Amendment to Letter Agreement, dated November 30, 2023, by and between PROOF Acquisition Corp I and LSH Partners Securities LLC (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Amendment to Letter Agreement, dated December 1, 2023, by and among BTIG, LLC and Volato, Inc (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Amendment to Letter of Advisory Engagement, dated as of December 1, 2023, by and between Volato, Inc. and Roth Capital Partners, LLC (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
| | Pre-Delivery Payment Agreement, dated effective as of October 5, 2022, by and between Volato, Inc. and SAC Leasing V280, LLC (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). |
Exhibit No. | | | Description |
| | Form of Employee Invention Assignment, Restrictive Covenants, and Confidentiality Agreement (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on January 16, 2024). | |
| | ||
| | List of Subsidiaries (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023). | |
| | ||
23.1 | | | Consent of Marcum LLP. |
| | ||
23.2 | | | Consent of Rose Snyder Jacobs, LLP |
| | ||
| | Consent of Womble Bond Dickinson (US) LLP (included as part of Exhibit 5.1). | |
| | ||
| | Power of Attorney (included on the signature page hereto). | |
| | ||
101.INS | | | XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH | | | XBRL Taxonomy Extension Schema Document. |
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101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document. |
| | ||
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
| | ||
| | Filing Fee Table. |
# | Indicates management contract or compensatory plan or arrangement. |
* | Previously filed. |
(b) | Financial Statements. The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference. |
Item 17. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a |
(iii) | To include any material information with respect to |
(2) | That, for the purpose of determining any liability under the |
To remove from registration by means of a post-effective amendment any of the Common Stock being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining our liability under the Securities Act to any purchaser in the initial distribution of the Common Stock, we undertake that in a primary offering of the Common Stock pursuant to this Registration Statement, regardless of the underwriting method used to sell the Common Stock to the purchaser, if the Common Stock is offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell the Common Stock to such purchaser: |
(i) | Any preliminary prospectus or prospectus of us relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of us or used or referred to by us; |
(iii) | The |
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VOLATO GROUP, INC. | ||||||
| | By: | | | /s/ | |
| | Name: | | | ||
| | Title: | | | Chief Executive Officer |
| | Title | | | Date | |
| | Chief Executive Officer (Principal Executive | | | ||
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| | Chief Financial Officer (Principal Financial | | | ||
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| | Director | | | ||
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| | Director | | | ||
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| | Chief Commercial Officer and Director | | | ||
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| | Director | | | ||
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* | | | Director | | | February 9, 2024 |
Peter Mirabello | | |||||
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* | | | Director | | | February 9, 2024 |
Michael Nichols | |
*By: | | | /s/Matthew Liotta | | | |
Name: | | | Matthew Liotta | | | |
Title: | | | Attorney-in-Fact | | |