8-K
filed December 7, 2023, 6:59 PM ET
ticker SOAR
CIK 0001853070
M&A
confidence high
sentiment neutral
materiality 1.00
Volato Group, Inc. (SOAR): M&A transaction — PROOF Acquisition Corp I completes business combination with Volato, now Volato Group; starts trading under SOAR
Volato Group, Inc.
- Business combination completed Dec 1, 2023; PACI renamed Volato Group; shares commenced trading Dec 4 on NYSE American under SOAR.
- Redemption of 4,675,708 shares at $10.83/share for total $50.6M; remaining trust account $19.1M used for closing expenses.
- Post-combination shares outstanding: 28,043,449; warrants outstanding: 29,026,000 (13.8M public, 15.226M private).
- Volato raised $10.35M via Series A-1 Preferred (1,035,387 shares) that converted to common in the combination.
- New employment agreements for CEO Liotta ($310k base), CFO Heinen ($275k), and other officers with 12-month severance.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Volato Group, Inc.: Amended and Restated Bylaws adopted.
- Change
- bylaw amendment
Exact text from the filing
the Board approved and adopted Volato Group’s Amended and Restated Bylaws, which became effective upon the consummation of the Business Combination.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Volato Group, Inc.: New code of business conduct adopted.
- Change
- code of ethics
Exact text from the filing
On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct applicable to all of Volato Group’s employees, officers and directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Volato Group, Inc.: PACI ceased to be a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, PACI ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Volato Group, Inc.: Second Amended and Restated Certificate of Incorporation adopted.
- Change
- charter amendment
Exact text from the filing
Volato Group’s Second Amended and Restated Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments included in the Charter Proposal.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Volato Group, Inc. underwent a change of control involving Volato, Inc. (closed 2023-12-01).
- Action
- change of control
- Counterparty
- Volato, Inc.
- Closing
- 2023-12-01
Exact text from the filing
On December 1, 2023, Volato, Inc., a Georgia corporation (“Volato”), PROOF Acquisition Corp I, a Delaware corporation (“PACI”) and PACI Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of PACI (“Merger Sub”), consummated the previously announced Business Combination Agreement, dated August 1, 2023
View on SEC.gov
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