PROOF Acquisition Corp I signs $190M merger agreement with Volato, Inc.

Volato Group, Inc.

Aggregate merger consideration of $190M plus up to $60M in private financing; Volato shareholders to receive Class A shares.
Sponsor support agreement: Sponsor votes all Founder Shares in favor; uses up to 50% of Founder Shares to satisfy minimum cash condition.
Certain Volato and PACI insiders enter 180-day lock-up on shares received; lock-up may be waived earlier by Sponsor and PACI.
Closing conditions include PACI stockholder approval, SEC registration statement effectiveness, and $35M minimum cash available at close.
Business Combination must close by December 1, 2023; either party may terminate if conditions not met.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Volato Group, Inc. entered into Business Combination Agreement with PROOF Acquisition Corp I, PACI Merger Sub, Inc., Volato, Inc. (effective 2023-08-01).

Action: entry
Agreement: merger
Counterparty: PROOF Acquisition Corp I, PACI Merger Sub, Inc., Volato, Inc.
Effective: 2023-08-01

Exact text from the filing

On August 1, 2023, PROOF Acquisition Corp I, a Delaware corporation (prior to the Effective Time (as defined below), " PACI " and, at and after the Effective Time, " Volato Group ") entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the " Business Combination Agreement ") with PACI Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PACI (" Merger Sub "), and Volato, Inc., a Georgia corporation (" Volato ").

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Volato Group, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-23-037494

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