Volato Group, Inc. underwent a change of control involving Volato, Inc. (closed 2023-12-01).
“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”
Shareholder Votes
Volato Group, Inc. shareholders approved Approve the 2023 Stock Incentive Plan at the 2023-11-28 meeting.
“The Stock Incentive Plan Proposal - a proposal to approve the 2023 Stock Incentive Plan”
Shareholder Votes
Volato Group, Inc. shareholders approved Advisory - change voting threshold to approve amendments to certain provisions of the Proposed Charter at the 2023-11-28 meeting.
“(v). a proposal to change the voting threshold to approve amendments to certain provisions of the Proposed Charter”
Shareholder Votes
Volato Group, Inc. shareholders approved Advisory - require a supermajority vote for the removal of directors at the 2023-11-28 meeting.
“(iv). a proposal to require a supermajority vote for the removal of directors”
Shareholder Votes
Volato Group, Inc. shareholders approved Advisory - impose a non-citizen voting limitation at the 2023-11-28 meeting.
“(iii). a proposal to impose a non-citizen voting limitation”
Shareholder Votes
Volato Group, Inc. shareholders approved Advisory - change quorum required for meetings of the Board at the 2023-11-28 meeting.
“(ii). a proposal to change the quorum required for meetings of the Board”
Shareholder Votes
Volato Group, Inc. shareholders approved Advisory - increase authorized shares of Class A Common Stock from 70,000,000 to 80,000,000 at the 2023-11-28 meeting.
“(i). a proposal to increase the authorized number of shares of Class A Common Stock from 70,000,000 to 80,000,000”
Shareholder Votes
Volato Group, Inc. shareholders approved Approve proposed amended and restated certificate of incorporation at the 2023-11-28 meeting.
“The Charter Amendment Proposal - a proposal to approve the proposed amended and restated certificate of incorporation of PACI”
Shareholder Votes
Volato Group, Inc. shareholders approved Approve issuance of up to 20,707,600 shares of Class A Common Stock pursuant to the Business Combination Agreement at the 2023-11-28 meeting.
“For Against Abstain 11,491,636 406,697 0 The Stock Issuance Proposal - a proposal to approve, for purposes of complying with applicable”
Shareholder Votes
Volato Group, Inc. shareholders approved Approve and adopt the Business Combination Agreement and approve the merger and other transactions at the 2023-11-28 meeting.
“The BCA Proposal - a proposal to (a) approve and adopt the Business Combination Agreement”
Auditor Changes
Volato Group, Inc. reported that prior financial statements should not be relied upon.
“matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm (“Marcum”) and determined that the Form 10-Q should no longer be relied upon.”
Material Agreements
Volato Group, Inc. entered into Business Combination Agreement with PROOF Acquisition Corp I, PACI Merger Sub, Inc., Volato, Inc. (effective 2023-08-01).
“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 ").”
Governance Changes
Volato Group, Inc.: Extended the deadline to consummate an initial business combination from June 3, 2023 to December 3, 2023 (effective 2023-06-03).
“The Extension Amendment (i) extends the date by which the Company must consummate its initial Business Combination from June 3, 2023 to December 3, 2023.”
Shareholder Votes
Volato Group, Inc. shareholders approved approve and amend the Trust Agreement allowing the Company to extend the period of time required to consummate a Business Combination from June 3, 2023 to December 3, 2023 at the 2023-05-19 meeting.
“The Trust Agreement Amendment Proposal - To approve and amend the Trust Agreement allowing the Company to extend the period of time required to consummate a Business Combination from June 3, 2023 to December 3, 2023. For Against Abstain 29,303,937 1,239,483 0”
Shareholder Votes
Volato Group, Inc. shareholders approved approve and amend the Certificate of Incorporation to extend the date by which the Company must consummate a Business Combination from June 3, 2023 to December 3, 2023 at the 2023-05-19 meeting.
“The Extension Amendment Proposal - To approve and amend the Certificate of Incorporation to extend the date by which the Company must consummate a Business Combination from June 3, 2023 to December 3, 2023. For Against Abstain 29,303,947 1,239,483 0”
Material Agreements
Volato Group, Inc. amended Investment Management Trust Agreement with Continental Stock Transfer & Trust Company.
“PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company entered into Amendment No. 1 (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of November 30, 2021 (the “Trust Agreement”).”
Auditor Changes
Volato Group, Inc. reported that prior financial statements should not be relied upon.
“should be restated to accurately allocate the expense for directors and officers liability insurance and should no longer be relied upon.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.