Delaware | | | 4522 | | | 86-2707040 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
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 | | | ☒ | |||
| | | | Emerging growth company | | | ☒ |
| | Per Share | | | Total | |
Public offering price | | | $ | | | $ |
Underwriter discounts(1) | | | $ | | | $ |
Proceeds to Volato Group, Inc. before expenses | | | $ | | | $ |
(1) | See “Underwriting” for additional disclosure regarding underwriting compensation. |
• | Adjusted negative EBITDA2 was $32.1 million for the year ended December 31, 2023 compared to adjusted negative EBITDA of $9.0 million for the prior year. The change in adjusted EBITDA was the result of increased costs of being a publicly traded company and a rapidly scaling business, as well as lower plane sales. |
2 | Adjusted EBITDA is a non-GAAP financial measure. See “— Non-GAAP Financial Measures” below for a definition of Adjusted EBITDA, information regarding our use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA. |
• | other risk factors listed under this “Risk Factors” section. |
| | As of December 31, 2023 | ||||
(in thousands, except share and per share data) | | | Actual | | | As Adjusted |
Cash and cash equivalents | | | $14,486 | | | $ |
Stockholders’ equity: | | | | | ||
Common stock, $0.0001 par value per share, 80,000,000 shares authorized; 28,043,449 shares issued and outstanding, actual; shares issued and outstanding, as adjusted | | | 3 | | | |
Additional paid-in capital | | | 78,410 | | | |
Accumulated deficit | | | (63,662) | | | |
Total stockholders’ equity (deficit) | | | 14,751 | | | |
Total capitalization | | | $14,751 | | | $ |
Assumed public offering price per share | | | | | $ | |
Historical net tangible book value per share as of December 31, 2023 | | | $0.41 | | | |
Increase in as adjusted net tangible book value per share attributable to this offering | | | | | ||
As adjusted net tangible book value per share after giving effect to this offering | | | | | ||
Dilution in as adjusted net tangible book value per share to new investors in this offering | | | | | $ |
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. |
• | 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 end of 2021 there were 24.48 million U.S. millionaires. This number is expected to rise by 13% to 27.66 by |
• | The market of potential private flyers is under-penetrated. According to the New York Times, referencing a study from McKinsey & Company, there are 100,000 regular private jet fliers in the United States, out of some 1.5 million people who could afford to charter a |
• | Highly regulated industry creates barriers to entry. The private aviation market is complex and highly regulated, presenting barriers to scaling, therefore reducing competition, and decreasing price sensitivity. The industry is also subject to significant regulatory oversight by numerous federal agencies. However, Volato’s business model fits well within this regulatory environment. |
• | Commercial airline service is declining. North American passenger satisfaction with 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) |
• | The COVID-19 pandemic increased exposure to private aviation. This led to more people experimenting with private aviation, increasing engagement with the category. This was fueled by a lack of access to commercial travel, increased passenger sensitivity to traveling with unknown passengers, mask mandates, and general delays. We expect interest in private aviation to continue to grow, with changes in how people work and live in a post-COVID pandemic environment bolstering foundational demand. |
• | New business models are introducing more people to the benefits of flying private. Semi-private carriers are introducing a new category of fliers to the benefits of private travel. These carriers provide access to smaller airports, offer reduced travel time, avoid checkpoints, and enable a less stressful customer |
• | Static industry with little innovation presents opportunities. A lack of innovation in the industry has contributed to low asset utilization, poor operational and commercial technology, high operational complexity, and antiquated commercial practices, all of which stifle efficiency and scalability. This leads to a lack of downward pressure on prices. Through Volato’s unique business model, Volato believes there |
• | Does not provide the primary benefits of full aircraft ownership. Key benefits of owning an aircraft are the same basic “bundle of rights” that come along with ownership of any property, including the rights of possession, control, and enjoyment. In a traditional fractional model, the owner must sacrifice both control over how much it flies as well as enjoyment of revenue generated from the asset. |
• | Hard for customers to forecast flight usage needs across multi-year programs. Entitled hour programs require fractional owners to commit to an annual usage level for the length of the program. It is challenging for owners to forecast this accurately resulting in either owners overflying and requiring additional hours that may not be available or only available at substantially increased prices, or under flying and the program being more expensive than originally forecast. |
• | Depreciation is only applicable for a percentage of flights deemed business use. Many traditional fractional program owners who use their program for a mix of business and leisure travel are often disappointed to learn they may only be eligible for bonus depreciation on the percentage of their total usage that is deemed business use, and the leisure portion is not eligible. Additionally, if an aircraft owner’s use is primarily personal, no depreciation is available. |
• | Lack of transparency into aircraft flight operations. In the traditional program, fractional owners are often not provided detail into their aircraft’s flight operations, and it is generally not transparent how the aircraft is used or monetized outside of the fractional owner’s usage or if any of the owners benefit from that associated revenue generation. |
• | Fractional Owners traditionally accept operational control of their flights and the liability and risk associated with operational control. Traditional fractional ownership programs require their owners to execute an acknowledgment of operational control, where the fractional owner agrees to accept liability and risk associated with their flights operated under 14 C.F.R. Part 91(K). |
• | Fractional owners participate in aircraft revenue share. Our program participants enjoy a revenue share from eligible Volato revenue flights. The revenue share is a set contracted amount per eligible occupied revenue-generating flight hour and is calculated and remitted monthly to each aircraft holding SPE, which then distributes on a pro-rata basis to its members, the aircraft owners. |
• | Unlimited flight hours regardless of fractional size. By decoupling ownership and usage, and removing the concept of entitled hours, our HondaJet fractional owners can fly unlimited hours under the terms of the owner’s individual contracts with our air carrier subsidiary. A 1/16th owner can fly as much or as little as they wish and is not limited by the size of their share. |
• | Favorable tax treatment for owners. Due to the unique nature of our aircraft ownership structure, our owners may be eligible for depreciation of their aircraft asset through their respective Plane Co LLC interests. |
• | Our unique program benefits influence purchase decision. Traditional programs with entitled flight hours require customers to factor in anticipated flight hours into their fractional program purchase |
• | Transparency into Flight Operations. Our software innovations allow for more transparency into its flight operations by providing program participants detailed information on their aircraft’s commercial activities and maintenance status. |
• | Transfer of Operational Control and |
• | Superior Operating Efficiency. The HondaJet’s design and performance profile means it is not just less expensive to operate but also matches the fuel economy of a turboprop, maintaining the speed and quietness of a jet without incurring extra fuel costs. This efficient operation enables us to offer cost savings to customers while preserving the jet experience. |
• | Superior Cabin Experience. The over-the-wing engine mount design of the HondaJet decreases cabin noise, thus enhancing passenger comfort. Despite its smaller size, it provides a comfortable cabin and a larger luggage compartment compared to other jets in its category. |
• | No Compromise. While the HondaJet HA-420 is rated for single-pilot operations, all of our HondaJet commercial passenger flights are operated with two pilots. This staffing includes safety and service benefits for our customers, while offering a more cost-effective solution. |
• | Aircraft Sales Revenue. We sell aircraft to the LLCs, and the aircraft are subject to a 5-year leaseback to us. We believe that if we deliver on our brand and product promise then we should see a substantial renewal rate by program participants when the lease expires. |
• | Monthly Management Fee. Program participants under our traditional pricing structure pay a set monthly management fee, which is subject to an annual increase. Holders of smaller sizes (i.e., 1/ |
• | Charter Flight Revenue. Program participants may book flights on the HondaJet fleet at preferential hourly rates. Repositioning fees are waived for owner flights departing within an estimated two-hour flight time from select our bases. Fuel is separately charged to the owner at our blended cost. The total flight charge is invoiced after the flight is completed and the revenue is included in “charter flight revenue” as in our MD&A. |
| | ||
Figure: Flight reviews are output to a Microsoft Teams channel that is open to the entire company. | | | Figure: Aggregate NPS scores displayed in our proprietary Volato MissionControl application. |
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• | Adjusted negative EBITDA3 was $32.1 million for the year ended December 31, 2023 compared to adjusted negative EBITDA of $9.0 million for the prior year. The change in adjusted EBITDA was the result of increased costs of being a publicly traded company and a rapidly scaling business, as well as lower plane sales. |
3 | Adjusted EBITDA is a non-GAAP financial measure. Please refer to the tables and related notes below for a reconciliation of Adjusted EBITDA to its most comparable GAAP measure. |
| | Year Ended December 31, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Revenue | | | $73,338 | | | $96,706 | | | $(23,368) | | | (24)% |
| | | | | | | | |||||
Costs and expenses: | | | | | | | | | ||||
Cost of revenue | | | 82,025 | | | 94,280 | | | (12,255) | | | (13)% |
Selling, general and administrative | | | 28,822 | | | 11,611 | | | 17,211 | | | 148% |
Total costs and expenses | | | 110,847 | | | 105,891 | | | 4,956 | | | 5% |
Loss from operation | | | (37,509) | | | (9,185) | | | (28,324) | | | 308% |
Other income (expense): | | | | | | | | | ||||
Gain from deconsolidation of investments | | | — | | | 581 | | | (581) | | | (100)% |
Gain from sale of consolidated entity | | | 387 | | | — | | | 387 | | | N/M |
Gain from sale of equity-method investment | | | 883 | | | — | | | 883 | | | N/M |
Other income | | | 180 | | | 15 | | | 165 | | | N/M |
Loss from change in value of forward purchase agreement | | | (13,403) | | | — | | | (13,403) | | | N/M |
Interest expense, net | | | (3,358) | | | (866) | | | (2,492) | | | 288% |
Total other income (expense) | | | (15,311) | | | (270) | | | (15,041) | | | N/M |
| | | | | | | | |||||
Net loss before income taxes | | | (52,820) | | | (9,455) | | | (43,365) | | | 459% |
| | | | | | | | |||||
Provision for income tax expense (benefit) | | | 2 | | | (55) | | | 57 | | | (104)% |
| | | | | | | | |||||
Net loss before non-controlling interest | | | (52,822) | | | (9,400) | | | (43,422) | | | 462% |
Net income attributable to non-controlling interest | | | — | | | (33) | | | 33 | | | (100)% |
Net Loss | | | $(52,822) | | | $(9,367) | | | $(43,455) | | | 464% |
| | Year Ended December 31, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Revenue | | | $73,338 | | | $96,706 | | | $(23,368) | | | (24)% |
| | | | | | | | |||||
Costs and expenses: | | | | | | | | | ||||
Cost of revenue | | | 82,025 | | | 94,280 | | | (12,255) | | | (13)% |
Selling, general and administrative | | | 28,822 | | | 11,611 | | | 17,211 | | | 148% |
Total costs and expenses | | | 110,847 | | | 105,891 | | | 4,956 | | | 5% |
Loss from operation | | | (37,509) | | | (9,185) | | | (28,324) | | | 308% |
Other income (expense): | | | | | | | | | ||||
Gain from deconsolidation of investments | | | — | | | 581 | | | (581) | | | (100)% |
Gain from sale of consolidated entity | | | 387 | | | — | | | 387 | | | N/M |
Gain from sale of equity-method investment | | | 883 | | | — | | | 883 | | | N/M |
Other income | | | 180 | | | 15 | | | 165 | | | N/M |
Loss from change in value of forward purchase agreement | | | (13,403) | | | — | | | (13,403) | | | N/M |
Interest expense, net | | | (3,358) | | | (866) | | | (2,492) | | | 288% |
Total other income (expense) | | | (15,311) | | | (270) | | | (15,041) | | | N/M |
| | | | | | | | |||||
Net loss before income taxes | | | (52,820) | | | (9,455) | | | (43,365) | | | 459% |
| | | | | | | | |||||
Provision for income tax expense (benefit) | | | 2 | | | (55) | | | 57 | | | (104)% |
| | | | | | | | |||||
Net loss before non-controlling interest | | | (52,822) | | | (9,400) | | | (43,422) | | | 462% |
Net income attributable to non-controlling interest | | | — | | | (33) | | | 33 | | | (100)% |
Net Loss | | | $(52,822) | | | $(9,367) | | | $(43,455) | | | 464% |
| | Year Ended December 31, | | Change In | | | Year Ended December 31, | | Change In | |||||||||||||||
| | 2023 | | 2022 | | $ | | % | | | 2023 | | 2022 | | $ | | % | |||||||
Aircraft sales | | $21,443 | | $67,695 | | $(46,252) | | (68)% | | $21,443 | | $67,695 | | $(46,252) | | (68)% | ||||||||
Aircraft usage | | 37,787 | | 14,417 | | 23,370 | | 162% | | 37,787 | | 14,417 | | 23,370 | | 162% | ||||||||
Managed aircraft | | 14,108 | | 14,594 | | (486) | | (3)% | | 14,108 | | 14,594 | | (486) | | (3)% | ||||||||
Total | | $73,338 | | $96,706 | | $(23,368) | | (24)% | | $73,338 | | $96,706 | | $(23,368) | | (24)% |
| | Year Ended December 31, | | | Change In | |||||||
| | 2023 | | | 2022 | | | $ | | | % | |
Aircraft sales | | | $17,322 | | | $58,910 | | | $(41,588) | | | (71)% |
Aircraft usage | | | 51,803 | | | 21,986 | | | 29,817 | | | 136% |
Managed aircraft | | | 12,900 | | | 13,384 | | | (484) | | | (4)% |
Total | | | $82,025 | | | $94,280 | | | $(12,255) | | | (13)% |
| | Year Ended December 31, | ||||
Adjusted EBITDA | | | 2023 | | | 2022 |
Net loss | | | $(52,822) | | | $(9,367) |
Interest expense, net | | | 3,358 | | | 866 |
Provision for income tax expense (benefit) | | | 2 | | | (55) |
Loss from change in fair value of forward purchase agreement | | | 13,403 | | | — |
Depreciation and amortization | | | 200 | | | 162 |
Equity-based compensation expense | | | 82 | | | 17 |
Net loss attributable to non-controlling interest | | | — | | | (33) |
Gain from deconsolidation of investments | | | — | | | (581) |
Gain from sale of consolidated entity | | | (387) | | | — |
Gain from sale of equity-method investment | | | (883) | | | — |
Other income | | | (180) | | | (15) |
Acquisition, integration, and capital raise related expenses(1) | | | 167 | | | 21 |
Other items not indicative of our ongoing operating performance(2) | | | 4,918 | | | — |
Adjusted EBITDA | | | $(32,142) | | | $(8,985) |
(1) | Represents non-capitalizable Business Combination expenses in 2023 and acquisition expenses associated with Gulf Coast Aviation in 2022. |
(2) | Represents cost incurred related to business realignment. |
| | Year Ended December 31, | ||||
| | 2023 | | | 2022 | |
Net cash used in operating activities | | | $(30,394) | | | $(21,432) |
Net cash provided by investing activities | | | 1,776 | | | 5,145 |
Net cash provided by financing activities | | | 37,461 | | | 22,558 |
Net Increase In Cash and Cash Equivalents and Restricted Cash | | | $8,843 | | | $6,271 |
| | Year Ended December 31, | ||||
| | 2023 | | | 2022 | |
Net cash used in operating activities | | | $(30,394) | | | $(21,432) |
Net cash provided by investing activities | | | 1,776 | | | 5,145 |
Net cash provided by financing activities | | | 37,461 | | | 22,558 |
Net Increase In Cash and Cash Equivalents and Restricted Cash | | | $8,843 | | | $6,271 |
1. | Identification of the contract, or contracts, with a customer. |
2. | Identification of the performance obligation(s) in the contract. |
3. | Determination of the transaction price. |
4. | Allocation of the transaction to the performance obligation(s) in the contract. |
5. | Recognition of revenue when, or as the Company satisfies a performance obligation. |
Name and principal position | | | Year | | | Salary ($) | | | 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 |
Name | | | Age | | | Position |
Executive Officers | | | | | ||
Matthew Liotta | | | 46 | | | Chair and Chief Executive Officer and Director |
Nicholas Cooper | | | 39 | | | Chief Commercial Officer and Director |
Michael Prachar | | | 55 | | | Chief Operating Officer |
Keith Rabin | | | 53 | | | President |
Steven Drucker | | | 54 | | | Chief Technology Officer |
Mark Heinen | | | 54 | | | Chief Financial Officer |
Non-Employee Directors | | | | | ||
| | | | Director | ||
Fred Colen | | | 71 | | | Director |
Michael Nichols | | | 53 | |||
| | Director |
Name and principal position | | Year | | Salary ($) | | Option Awards ($)(1) | | Other(2) | | Total ($) | | Year | | Salary ($) | | 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 | |||||||||||||||||||||
Matthew Liotta Chair and Chief Executive Officer | | | 2023 | | 215,208 | | — | | 5,041 | | 220,249 | |||||||||||||||||||
| 2022 | | 148,333(3) | | 7,381 | | 4,098 | | 159,812 | |||||||||||||||||||||
Keith Rabin President(4) | | | 2023 | | 252,604 | | 104,448 | | 13,281 | | 370,333 | | | 2023 | | 252,604 | | 104,448 | | 13,720 | | 370,772 | ||||||||
| 2022 | | 154,688(5) | | 12,192 | | 6,000 | | 172,880 | | 2022 | | 154,688(5) | | 12,192 | | 6,272 | | 173,152 | |||||||||||
Nicholas Cooper Chief Commercial Officer(6) | | 2023 | | 207,847 | | — | | 10,006 | | 217,853 | | | 2023 | | 207,847 | | — | | 10,392 | | 218,239 | |||||||||
Nicholas Cooper Chief Commercial Officer(6) | | 2022 | | 153,333 | | — | | 4,292 | | 157,625 |
(1) | Represents the aggregate grant date fair value of option awards granted under the Volato, Inc. 2021 Equity Incentive Stock Plan, |
(2) | Represents amounts received through the Company’s 401(k) matching |
(3) | Mr. Liotta’s annualized salary increased from $120,000 to $160,000 on April 16, 2022, and increased to $310,000 on August 18, 2023. |
(4) | Mr. Rabin was promoted to President of Volato as of May 1, 2023 and previously served as Chief Financial Officer until November 28, 2023. |
(5) | Mr. Rabin commenced employment with Volato on April 25, 2022. His annualized salary amount was $225,000 and increased to $300,000 on August 18, 2023. |
(6) | Mr. Cooper’s annualized salary was $120,000 from January 11, 2022 (hire date) to April 15, 2022, $160,000 starting on April 16, 2022 and increased to $290,000 as of August 18, 2023. Mr. Cooper did not serve as a named executive officer in 2022. |
| | Option Awards | | | Option Awards | |||||||||||||||||||
Name | | Number of securities underlying unexercised options (#) exercisable | | Number of securities underlying unexercised options (#) unexercisable | | Option exercise price ($) | | Option expiration date | | Number of securities underlying unexercised options (#) Exercisable(1) | | Number of securities underlying unexercised options (#) unexercisable | | Option exercise price ($) | | Option expiration date | ||||||||
Matthew Liotta | | 144,719 | | — | | $0.16 | | 03/10/2027 | | 146,901 | | — | | $0.16 | | 03/10/2027 | ||||||||
Keith Rabin | | 30,975 | | — | | $8.52 | | 11/26/2033 | | — | | 31,442 | | $8.40 | | 11/26/2033 | ||||||||
| 239,053 | | — | | $0.14 | | 11/15/2032 | | 242,657 | | — | | $0.14 | | 11/15/2032 | |||||||||
| 239,053 | | — | | $0.14 | | 05/18/2032 | | 239,053(1) | | — | | $0.14 | | 05/18/2032 | |||||||||
Nicholas Cooper | | — | | — | | — | | — | | — | | — | | — | | — |
(1) |
Name | | Option awards ($)(1) | | Total ($) | | Cash Fees ($) | | Option awards ($)(1) | | Total ($) | |||||
Joan Sullivan Garrett(2) | | 1,107 | | 1,107 | | 8,958 | | — | | 8,958 | |||||
Michael D. Nichols(3) | | — | | — | | 6,972 | | — | | 6,972 | |||||
Peter Mirabello(4) | | — | | — | | 6,042 | | — | | 6,042 | |||||
Dana Born(5) | | — | | — | | 7,292 | | — | | 7,292 | |||||
Katherine Arris Wilson(6) | | — | | — | | 7,385 | | — | | 7,385 | |||||
Robert George(7) | | — | | 156,700 | | 156,700 |
(1) | Represents the aggregate grant date fair value of option awards granted under the Volato |
(2) | As of December 31, 2023, Ms. |
(3) | As of December 31, 2023 Mr. Nichols |
(4) | Mr. Mirabello’s service to the board began on December 1, 2023 and |
(5) | Dr. Born’s service to the board began on December 1, |
(6) | Ms. Arris-Wilson’s service to the board began on December 1, |
(7) | Mr. George’s board service was to pre-Business Combination Volato, Inc. and |
• | 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 |
• | 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. |
TABLE OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCONTENTS
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% |
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 | | | 18.82% |
Vellar Opportunities Fund Master, Ltd.(2) | | | 1,512,946 | | | 5.17% |
Named Executive Officers and Directors:(3) | | | | | ||
Matthew Liotta(4) | | | 5,026,332 | | | 17.18% |
Nicholas Cooper(5) | | | 3,466,153 | | | 11.85% |
Keith Rabin(6) | | | 271,162 | | | * |
Christopher Burger(7) | | | 8,813 | | | * |
Fred Colen | | | — | | | * |
Michael Nichols(8) | | | 44,069 | | | * |
All directors and named executive officers as a group (6 individuals) | | | 8,816,529 | | | 30.13% |
* | 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 shares beneficially owned by Vellar Opportunities Fund Master, Ltd. (“Vellar”) include shares with shared voting and dispositive power with each of the following affiliates of Vellar: Cohen & Company LLC, Cohen & Company Inc. and Lester Brafman. The business address of each of these owners is 3 Columbus Circle, Suite 2400, New York, New York 10019. The foregoing information was derived from a Schedule 13G/A filed with the SEC on February 14, 2024. |
(3) | The business address of each of our officers and directors is 1954 Airport Road, Suite 124, Chamblee, Georgia 30341. |
Mr. Liotta beneficially owns (i) 3,466,153 shares of |
Mr. Cooper beneficially owns 3,466,153 shares of |
(6) | Mr. Rabin beneficially owns |
(7) |
(8) |
Mr. Nichols beneficially owns |
| | 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 | | | — | | | — | | | — | | | — | | | — |
Underwriters | | | Number of Shares |
[•] | | | |
Total | | |
| | No Exercise | | | Full Exercise | |
Per Share | | | $ | | | $ |
Total | | | $ | | | $ |
Audited Consolidated Financial Statements | |||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | December 31, 2023 | | | December 31, 2022 | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash | | | $14,486 | | | $5,777 |
Accounts receivable, net | | | 2,990 | | | 1,880 |
Deposits | | | 25,125 | | | 833 |
Prepaid expenses and other current assets | | | 3,897 | | | 2,211 |
Total current assets | | | 46,498 | | | 10,701 |
| | | | |||
Property and equipment, net | | | 846 | | | 348 |
Operating lease, right-of-use assets | | | 1,278 | | | 1,574 |
Equity-method investment | | | 154 | | | 1,159 |
Deposits | | | 15,691 | | | 12,123 |
Forward purchase agreement | | | 2,982 | | | — |
Restricted cash | | | 2,237 | | | 2,102 |
Intangibles, net | | | 1,391 | | | 1,615 |
Goodwill | | | 635 | | | 635 |
Total assets | | | $71,712 | | | $30,257 |
| | | | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | | | | | ||
Current liabilities: | | | | | ||
Accounts payable and accrued liabilities | | | $9,864 | | | $3,663 |
Loan from related party | | | 1,000 | | | 5,150 |
Convertible notes, net | | | — | | | 18,844 |
Operating lease liability | | | 326 | | | 283 |
Merger transaction costs payable in shares | | | 4,250 | | | — |
Credit facility and other loans | | | 19,340 | | | 57 |
Customer deposits and deferred revenue | | | 12,857 | | | 2,163 |
Total current liabilities | | | 47,637 | | | 30,160 |
| | | | |||
Deferred income tax liability | | | 305 | | | 305 |
Operating lease liability, non-current | | | 965 | | | 1,291 |
Credit facility, non-current | | | 8,054 | | | 4,170 |
Total liabilities | | | $56,961 | | | $35,926 |
COMMITMENTS AND CONTINGENCIES (Note 18) | | | | | ||
| | | | |||
Shareholders’ equity (deficit): | | | | | ||
Common Stock Class A, $0.0001 par value; 80,000,000 authorized; 28,043,449 and 11,268,877 shares issued and outstanding as of December 31, 2023 and 2022, respectively | | | 3 | | | 1 |
Additional paid-in capital | | | 78,410 | | | 5,185 |
Stock subscriptions receivable | | | — | | | (15) |
Accumulated deficit | | | (63,662) | | | (10,840) |
Total shareholders’ equity (deficit) attributable to Volato Group, Inc. | | | 14,751 | | | (5,669) |
Total shareholders’ equity (deficit) | | | 14,751 | | | (5,669) |
Total liabilities and shareholders’ equity (deficit) | | | 71,712 | | | $30,257 |
| | For the Years Ended December 31, | ||||
| | 2023 | | | 2022 | |
Revenue | | | $73,338 | | | $96,706 |
| | | | |||
Costs and expenses: | | | | | ||
Cost of revenue | | | 82,025 | | | 94,280 |
Selling, general and administrative | | | 28,822 | | | 11,611 |
Total costs and expenses | | | 110,847 | | | 105,891 |
| | | | |||
Loss from operations | | | (37,509) | | | (9,185) |
| | | | |||
Other income (expenses): | | | | | ||
Gain from deconsolidation of investments | | | — | | | 581 |
Gain from sale of consolidated entity | | | 387 | | | — |
Gain from sale of equity-method investment | | | 883 | | | — |
Other income | | | 180 | | | 15 |
Loss from change in fair value forward purchase agreement | | | (13,403) | | | — |
Interest expense, net | | | (3,358) | | | (866) |
Other expenses | | | (15,311) | | | (270) |
| | | | |||
Loss before provision for income taxes | | | (52,820) | | | (9,455) |
Provision for incomes taxes (benefit) | | | 2 | | | (55) |
Net Loss before non-controlling interest | | | (52,822) | | | (9,400) |
Less: Net Loss attributable to non-controlling interest | | | — | | | (33) |
Net Loss attributable to Volato Group, Inc. | | | $(52,822) | | | $(9,367) |
| | | | |||
Basic and Diluted net loss per share | | | $(3.46) | | | $(0.83) |
| | | | |||
Weighted average common share outstanding: | | | | | ||
Basic and diluted | | | 15,245,004 | | | 11,268,879 |
| | Series Seed Convertible Preferred Stock | | | Class A 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 | | | $4 | | | 7,120,208 | | | $7 | | | $5,124 | | | $(50) | | | $(1,473) | | | $4,298 | | | $7,910 |
Retroactive application of conversion of Series Seed to Class A Common Stock | | | 3,981 | | | (4) | | | 4,041,282 | | | — | | | 4 | | | — | | | — | | | — | | | — |
Retroactive application of recapitalization (note 1) | | | — | | | — | | | 107,387 | | | (6) | | | 6 | | | — | | | — | | | — | | | — |
Balance as of December 31, 2021, As adjusted | | | — | | | — | | | 11,268,877 | | | 1 | | | 5,134 | | | (50) | | | (1,473) | | | 4,298 | | | 7,910 |
Cash collected from subscription receivable | | | — | | | — | | | — | | | — | | | — | | | 35 | | | — | | | — | | | 35 |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 17 | | | — | | | — | | | — | | | 17 |
Change in ownership interest in former subsidiary | | | — | | | — | | | — | | | — | | | 34 | | | — | | | — | | | — | | | 34 |
Deconsolidation of former subsidiaries | | | | | | | | | | | | | | | — | | | (4,265) | | | (4,265) | ||||||
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (9,367) | | | (33) | | | (9,400) |
Balance December 31, 2022 | | | — | | | $— | | | 11,268,877 | | | $1 | | | $5,185 | | | $(15) | | | $(10,840) | | | $— | | | $(5,669) |
| | Series Seed Convertible Preferred Stock | | | Class A Common Stock | | | Additional Paid-in Capital | | | Subscription Receivable | | | Retained Deficit | | | Non- controlling Interest | | | Total Shareholders’ Equity (Deficit) | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||||||||
Balance December 31, 2022 | | | 0 | | | $— | | | 11,268,877 | | | $1 | | | $5,185 | | | $(15) | | | $(10,840) | | $— | | | $(5,669) | |
Cash collected from subscription receivable | | | 0 | | | — | | | 0 | | | — | | | — | | | 15 | | | — | | | — | | | 15 |
Stock-based compensation | | | 0 | | | — | | | 0 | | | — | | | 82 | | | — | | | — | | | — | | | 82 |
Issuance of common stock to employees | | | 0 | | | — | | | 9,441 | | | — | | | 94 | | | — | | | — | | | — | | | 94 |
Reverse recapitalization, net of transaction costs | | | 0 | | | — | | | 8,650,969 | | | 1 | | | 10,461 | | | — | | | — | | | — | | | 10,462 |
Exercise of stock options | | | — | | | — | | | 207,341 | | | 0 | | | 23 | | | — | | | — | | | — | | | 23 |
Issuance of preferred Series A-1 shares, converted to Class A common stock following business combination | | | — | | | — | | | 2,447,453 | | | 0 | | | 24,204 | | | — | | | — | | | — | | | 24,204 |
Issuance of preferred Series A-2 and A-3 shares from conversion of notes payable, converted to Class A common stock following business combination | | | — | | | — | | | 5,459,368 | | | 1 | | | 38,361 | | | — | | | — | | | — | | | 38,362 |
Net loss | | | 0 | | | — | | | 0 | | | — | | | — | | | — | | | (52,822) | | | — | | | (52,822) |
Balance December 31, 2023 | | | 0 | | | — | | | 28,043,449 | | | 3 | | | 78,410 | | | — | | | (63,662) | | | — | | | 14,751 |
| | For the Years ended December 31, | ||||
| | 2023 | | | 2022 | |
Operating activities: | | | | | ||
Net Loss | | | $(52,822) | | | $(9,367) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | ||
Depreciation and amortization expense | | | 200 | | | 162 |
Stock compensation expense | | | 82 | | | 17 |
Fair value of common stock issued to employees | | | 94 | | | — |
Gain from sale of equity-method investments | | | (883) | | | (581) |
Gain from sale of consolidated entity | | | (387) | | | — |
Gain (loss) from equity-method investments | | | (22) | | | 45 |
Deferred income tax benefit | | | — | | | (80) |
Amortization right-of-use asset | | | 296 | | | — |
Amortization of debt discount | | | 183 | | | 42 |
Change in fair value forward purchase agreement | | | 13,403 | | | — |
Changes in assets and liabilities: | | | | | ||
Accounts receivable | | | (1,111) | | | (2,223) |
Prepaid and other current assets | | | (1,642) | | | (1,586) |
Deposits | | | (3,858) | | | (11,399) |
Account payable and accrued liabilities | | | 5,662 | | | 2,217 |
Operating lease liability | | | (283) | | | — |
Customers’ deposits and deferred revenue | | | 10,694 | | | 1,321 |
Net cash used in operating activities | | | (30,394) | | | (21,432) |
Investing activities: | | | | | ||
Cash payment for property and equipment | | | (637) | | | (259) |
Proceeds from sale of interest in equity-method investment | | | 4,235 | | | 6,575 |
Payment for acquisition of GCA | | | — | | | (1,850) |
Payment for the purchase of equity-method investments | | | (2,328) | | | — |
Proceeds from the sale of consolidated entity | | | 506 | | | — |
Cash obtained from acquisition of GCA | | | — | | | 679 |
Net cash provided by investing activities | | | 1,776 | | | 5,145 |
Financing activities: | | | | | ||
Proceeds from lines of credit | | | 1,000 | | | 4,950 |
Repayments of lines of credit | | | — | | | (5,800) |
Collection on subscription receivable | | | 15 | | | 35 |
Proceeds from issuance of convertible notes | | | 12,670 | | | 18,879 |
Purchase of forward purchase agreement | | | (18,911) | | | — |
Proceeds from forward purchase agreement | | | 2,525 | | | — |
Proceeds from other loans | | | — | | | 4,500 |
Repayment on loans | | | (787) | | | (6) |
Proceeds from business combination | | | 19,081 | | | — |
Business combination closing costs | | | (2,359) | | | — |
Proceeds from the sale of preferred stock | | | 24,204 | | | — |
Proceeds from exercise of stock options | | | 23 | | | — |
Net cash provided by financing activities | | | 37,461 | | | 22,558 |
Net increase in cash | | | 8,843 | | | 6,271 |
Cash and restricted cash, beginning of year | | | 7,879 | | | 1,608 |
Cash and restricted cash, end of period | | | $16,722 | | | $7,879 |
| | For the Years ended December 31, | ||||
| | 2023 | | | 2022 | |
Supplemental disclosure of cash flow information: | | | | | ||
Cash paid for interest | | | $2,268 | | | $61 |
Cash paid for income taxes | | | — | | | — |
Non-Cash Investing and Financing Activities: | | | | | ||
Credit facility for the aircraft deposits | | | 24,000 | | | — |
Conversion of line of credit to convertible note with related party | | | 6,001 | | | — |
Original debt discount | | | 230 | | | — |
Conversion of preferred stock to common stock class A | | | 62,565 | | | — |
Merger transaction cost payable in stock | | | 4,250 | | | — |
Liabilities assumed in merger transaction unpaid at 12/31/2023 | | | 1,722 | | | — |
Initial recognition of right-of-use asset | | | — | | | 1,612 |
Fair value adjustment to equity-method investment upon deconsolidation | | | — | | | 34 |
Acquisition of vehicle – direct finance | | | — | | | 63 |
Name of Consolidated Subsidiaries or Entities | | | State or Other Jurisdiction of Incorporation or Organization | | | Attributable Interest |
Volato, Inc. (Legacy Volato) | | | Georgia | | | 100% |
Gulf Coast Aviation, Inc. | | | Texas | | | 100% |
G C Aviation, Inc. | | | 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 |
Website development costs | | | 3 years |
| | Fair Value Measurements as of December 31, 2023 Using | ||||||||||
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Forward Purchase Agreement | | | $— | | | $— | | | $2,982 | | | $2,982 |
Total | | | $— | | | $— | | | $2,982 | | | $2,982 |
| | Forward Purchase Agreement | |
Balance December 31, 2022 | | | $— |
Cash funded | | | 18,911 |
Proceeds | | | (2,525) |
Change in fair value | | | (13,403) |
Balance December 31, 2023 | | | $2,983 |
| | For the Year Ended December 31, 2023 | |
Volume Weighted average stock price (“VWAP”) | | | $3.82 |
Initial Price | | | $10.81 |
Expected Volatility | | | 87.0% |
Term | | | 1.92 |
Risk-free Rate | | | 4.2% |
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. |
Aircraft sales | | | $21,443 |
Charter flight revenue | | | $37,787 |
Aircraft Management revenue | | | $14,108 |
Total | | | $73,338 |
Aircraft sales | | | $67,695 |
Charter flight revenue | | | $14,417 |
Aircraft management revenue | | | $14,594 |
Total | | | $96,706 |
(In thousands) | | | Year Ended December 31, 2023 |
Cash - PACI trust and cash (net of redemptions) | | | $19,081 |
Gross Proceeds | | | $19,081 |
Less Transaction related expenses and other costs | | | (6,898) |
Less Net liabilities assumed from PACI | | | (1,722) |
Net proceeds from the business combination | | | $10,461 |
| | Class A Common Stock | |
PACI public shareholders | | | 1,767,390 |
PACI’s sponsors | | | 6,883,579 |
Company’s employees | | | 9,441 |
Legacy Volato shareholders(1) | | | 7,434,936 |
Legacy Volato Series Preferred investors | | | 11,948,103 |
Total shares of Common Stock immediately after closing | | | 28,043,449 |
(1) | The number of Legacy Volato shares was determined from the shares of Legacy Volato shares outstanding immediately prior to the closing converted at the exchange ratio of approximately 1.01508. |
| | March 11, 2022 | |
Cash | | | $1,850 |
Other consideration transferred | | | — |
Purchase price | | | $1,850 |
| | March 11, 2022 | |
Cash | | | $679 |
Accounts receivable | | | 247 |
Other current assets | | | 45 |
Fixed Assets | | | 5 |
Certificate | | | 1,200 |
Customer Relationships | | | 301 |
Deferred tax liability | | | (385) |
Accounts Payable and Accrued Expenses | | | (877) |
Net Assets Acquired | | | $1,215 |
Goodwill | | | 635 |
Total consideration | | | $1,850 |
| | December 31, 2023 | |||||||
| | Cost | | | Accumulated Amortization | | | Net | |
Customer relationships | | | $301 | | | $(110) | | | $191 |
| | $301 | | | $(110) | | | $191 |
| | December 31, 2022 | |||||||
| | Cost | | | Accumulated Amortization | | | Net | |
Customer relationships | | | $301 | | | $(49) | | | $252 |
| | $301 | | | $(49) | | | $252 |
Fiscal years ending December 31, | | Amount | | Amount | ||
2024 | | $60 | | $60 | ||
2025 | | 60 | | 60 | ||
2026 | | 60 | | 60 | ||
2027 | | 11 | | 11 | ||
| $191 | | $191 |
| | December 31, 2023 | | | December 31, 2022 | |
Intangible asset – Part 135 certificate | | | $1,200 | | | $1,363 |
| | December 31, 2023 | | | December 31, 2022 | |
Transaction costs payable in common stock | | | $4,250 | | | $— |
Total | | | $4,250 | | | $— |
| | December 31, 2023 | | December 31, 2022 | | | December 31, 2023 | | December 31, 2022 | |||
Machine and equipment | | $191 | | $173 | | $ 191 | | $173 | ||||
Automobiles | | 102 | | 63 | | 102 | | 63 | ||||
Website development costs | | 290 | | 49 | | 290 | | 49 | ||||
Computer and office equipment | | 11 | | 8 | | 11 | | 8 | ||||
Software development costs | | 437 | | 114 | | 437 | | 114 | ||||
| 1,031 | | 407 | | 1,031 | | 407 | |||||
Less accumulated depreciation | | (185) | | (59) | | (185) | | (59) | ||||
| $846 | | $348 | | $846 | | $348 |
| | December 31, 2023 | | | December 31, 2022 | |
Deposits on aircraft | | | $40,300 | | | $12,833 |
Other deposits | | | 516 | | | 123 |
Total deposits | | | $40,816 | | | $12,956 |
Less current portion | | | (25,125) | | | (833) |
Total deposits, non-current | | | $15,691 | | | $12,123 |
| | December 31, 2023 | | December 31, 2022 | | | December 31, 2023 | | December 31, 2022 | |||
Gulfstream aircraft deposits | | $39,000 | | $12,000 | | $39,000 | | $12,000 | ||||
Honda aircraft deposits | | 1,300 | | 833 | | 1,300 | | 833 | ||||
Total deposits on aircraft | | $40,300 | | $12,833 | | $40,300 | | $12,833 | ||||
Less current portion | | $(25,050) | | (833) | | $(25,050) | | (833) | ||||
Total deposits on aircraft non-current | | 15,250 | | $12,000 | | 15,250 | | $12,000 |
| | December 31, 2023 | | December 31, 2022 | | | December 31, 2023 | | December 31, 2022 | |||
Investment in Volato 158 LLC | | $154 | | $152 | | $154 | | $152 | ||||
Investment in Volato 239 LLC | | — | | 1,007 | | — | | 1,007 | ||||
| $154 | | $1,159 | | $154 | | $1,159 |
| | December 31, 2023 | | | December 31, 2022 | |
Dennis Liotta, December 2021 – 4% interest – secured revolving loan, due January 2023 | | | $— | | | $5,150 |
Dennis Liotta, March 2023 – 10% interest – promissory note due March 2024 | | | 1,000 | | | — |
Total notes from related party - current | | | $1,000 | | | $5,150 |
| | December 31, 2023 | | | December 31, 2022 | |
2022 unsecured convertible notes, 5% coupon, due December 2023 | | | $ — | | | $18,879 |
2023 unsecured convertible notes, 4% coupon, due March 2024 | | | — | | | — |
Total unsecured convertible notes, gross | | | — | | | 18,879 |
Less unamortized debt discounts | | | — | | | (35) |
| | | | |||
Total unsecured convertible notes, net of discount | | | $— | | | $18,844 |
Less current portion | | | — | | | 18,844 |
Total unsecured convertible notes, net of discount non-current | | | $— | | | $— |
| | December 31, 2023 | | | December 31, 2022 | |
SAC Leasing G280 LLC credit facility, 12.5% interest, net of deposits | | | $27,750 | | | $4,500 |
Less discounts | | | (376) | | | (330) |
Total credit facility, net of discount | | | $27,374 | | | 4,170 |
| | 2023 | | 2022 | | | 2023 | | 2022 | |||
Deferred Tax Assets | | | | | ||||||||
Allowance for doubtful Accounts | | $1 | | $1 | | $1 | | $1 | ||||
Investment in Plane Cos LLC | | 44 | | 168 | | 44 | | 168 | ||||
Loss carryforwards | | 11,521 | | 2,792 | | 11,521 | | 2,792 | ||||
Intangible | | 626 | | (347) | | 626 | | (347) | ||||
Interest expense limitations | | 659 | | 64 | | 659 | | 64 | ||||
Other | | 15 | | 1 | ||||||||
Total deferred tax assets | | 12,866 | | 2,679 | ||||||||
Deferred Tax Liabilities | | | ||||||||||
Property and equipment depreciation | | (74) | | (399) | ||||||||
Valuation allowance | | (13,096) | | (2,585) | ||||||||
Total deferred tax liabilities | | (13,170) | | (2,984) | ||||||||
Net deferred tax assets (liabilities) | | (305) | | (305) |
| | 2023 | | | 2022 | |
Other | | | 15 | | | 1 |
Total deferred tax assets | | | 12,866 | | | 2,679 |
Deferred Tax Liabilities | | | | | ||
Property and equipment depreciation | | | (74) | | | (399) |
Valuation allowance | | | (13,096) | | | (2,585) |
Total deferred tax liabilities | | | (13,170) | | | (2,984) |
Net deferred tax assets (liabilities) | | | (305) | | | (305) |
| | 2023 | | 2022 | | | 2023 | | 2022 | |||
Expected federal income taxes at statutory rate | | 21.00% | | 21.00% | | 21.00 % | | 21.00 % | ||||
State and local income taxes | | 4.54% | | 4.54% | | 4.54 % | | 4.54 % | ||||
Permanent differences | | (6.79)% | | (0.04)% | | (6.79) % | | (0.04) % | ||||
Change in valuation allowance | | (18.18)% | | (24.11)% | | (18.18) % | | (24.11) % | ||||
Other | | (0.69)% | | (0.83)% | | (0.69) % | | (0.83) % | ||||
Effective income tax rate | | (0.12)% | | 0.56% | | (0.12) % | | 0.56 % |
| | Number of Shares Authorized | | | Number of Shares Outstanding As of December 31, 2023 | | | Par Value | |
| | | | | | $0.0001 | |||
Preferred Stock | | | | | | |
| | Options | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Term (years) | |
Outstanding at January 1, 2022 | | | 613,463 | | $0.12 | | | 9.6 | |
Granted | | | 1,894,155 | | | $0.14 | | | — |
Cancelled | | | 0 | | | $— | | | — |
Exercised | | | 0 | | | $— | | | — |
Outstanding at December 31, 2022 | | | 2,507,618 | | | $0.14 | | | 9.4 |
Granted | | | 382,726 | | | $8.21 | | | — |
Cancelled | | | (313,783) | | | $0.22 | | | — |
Exercised | | | (207,392) | | | $0.12 | | | — |
Outstanding as of December 31, 2023 | | | 2,369,169 | | | $1.43 | | | 8.8 |
Exercisable as of December 31, 2023 | | | 2,232,117 | | $0.21 | | |
| | Options Outstanding | ||||
Exercise Price | | | Shares | | | Life (in years) |
$0.12 | | | 160,856 | | | 7.6 |
$0.14 | | | 1,594,962 | | | 8.8 |
$0.16 | | | 235,042 | | | 8.5 |
$7.21 | | | 76,453 | | | 9.3 |
$8.40 | | | 101,778 | | | 9.9 |
$8.52 | | | 200,078 | | | 9.9 |
| | 2,369,169 | | | 8.8 |
| | For The Year Ending December31, | ||||
| | 2023 | | | 2022 | |
Expected term | | | 2-6 | | | 5.5-6.3 |
Expected volatility | | | 30%-71% | | | 30% |
Expected dividends | | | None | | | None |
Risk-free interest rate | | | 3.6%-4.6% | | | 1.9%-4.0% |
Forfeitures | | | None | | | None |
| | Options | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Term (years) | |
Outstanding at January 1, 2022 | | | 613,463 | | $0.12 | | | 9.6 | |
Granted | | | 1,894,155 | | | $0.14 | | | — |
Cancelled | | | 0 | | | $— | | | — |
Exercised | | | 0 | | | $— | | | — |
Outstanding at December 31, 2022 | | | 2,507,618 | | | $0.14 | | | 9.4 |
Granted | | | 382,726 | | | $8.21 | | | — |
Cancelled | | | (313,783) | | | $0.22 | | | — |
Exercised | | | (207,392) | | | $0.12 | | | — |
Outstanding as of December 31, 2023 | | | 2,369,169 | | | $1.43 | | | 8.8 |
Exercisable as of December 31, 2023 | | | 2,232,117 | | $0.21 | | |
| | Options Outstanding | ||||
Exercise Price | | | Shares | | | Life (in years) |
$0.12 | | | 160,856 | | | 7.6 |
$0.14 | | | 1,594,962 | | | 8.8 |
$0.16 | | | 235,042 | | | 8.5 |
$7.21 | | | 76,453 | | | 9.3 |
$8.40 | | | 101,778 | | | 9.9 |
$8.52 | | | 200,078 | | | 9.9 |
| | 2,369,169 | | | 8.8 |
| | For The Year Ending December31, | ||||
| | 2023 | | | 2022 | |
Expected term | | | 2-6 | | | 5.5-6.3 |
Expected volatility | | | 30%-71% | | | 30% |
Expected dividends | | | None | | | None |
Risk-free interest rate | | | 3.6%-4.6% | | | 1.9%-4.0% |
Forfeitures | | | None | | | None |
| | Warrants | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Term (years) | |
Outstanding as of January 1, 2022 | | | 29,026,000 | | | $11.50 | | | 5 |
Granted | | | 0 | | | | |||
Cancelled | | | 0 | | | | |||
Exercised | | | 0 | | | | | ||
Outstanding as of December 31, 2022 | | | 29,026,000 | | | $11.50 | | | 5 |
Granted | | | 0 | | | | | ||
Cancelled | | | 0 | | | | |||
Exercised | | | 0 | | | | | ||
Outstanding as of December 31, 2023 | | | 29,026,000 | | | $11.50 | | | 5 |
Exercisable as of December 31, 2023 | | | 29,026,000 | | | | |
For the twelve months ended December 31, | | | Gulfstream G280 Fleet |
2024 | | | $24,500 |
2025 | | | 15,500 |
Total expected contractual payments | | | $40,000 |
| | Warrants | | | Weighted Average Exercise Price Per Share | | | Weighted Average Remaining Contractual Term (years) | |
Outstanding as of January 1, 2022 | | | 29,026,000 | | | $11.50 | | | 5 |
Granted | | | 0 | | | | |||
Cancelled | | | 0 | | | | |||
Exercised | | | 0 | | | | | ||
Outstanding as of December 31, 2022 | | | 29,026,000 | | | $11.50 | | | 5 |
Granted | | | 0 | | | | | ||
Cancelled | | | 0 | | | | |||
Exercised | | | 0 | | | | | ||
Outstanding as of December 31, 2023 | | | 29,026,000 | | | $11.50 | | | 5 |
Exercisable as of December 31, 2023 | | | 29,026,000 | | | | |
For the twelve months ended December 31, | | | Gulfstream G280 Fleet |
2024 | | | $24,500 |
2025 | | | 15,500 |
Total expected contractual payments | | | $40,000 |
For the years ended December 31, | | Operating Leases | | Operating Leases | ||
2024 | | $464 | | $464 | ||
2025 | | 471 | | 471 | ||
2026 | | 479 | | 479 | ||
2027 | | 161 | | 161 | ||
TOTAL | | 1,575 | | 1,575 | ||
Less amount representing interest | | (284) | | (284) | ||
Present value of net minimum payments (inc. $326 classified as current operating lease liability) | | $1,291 | | $1,291 |
Item 13. | Other Expenses of Issuance and Distribution. |
| | Amount | |
SEC registration fee | | | $1,102 |
FINRA filing fee | | | * |
Accounting fees and expenses | | | * |
Legal fees and expenses | | | |
| | ||
| | ||
$ |
* | To be filed by amendment. |
Item 14. | Indemnification of Directors and Officers. |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
Exhibit No. | | | Description |
1.1* | | | Form of Underwriting Agreement. |
| | ||
| | Business Combination Agreement, dated as of August 1, 2023, by and among PROOF Acquisition Corp I, PACI Merger Corp, Inc., and Volato, Inc. (included as Annex A 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). | |
| | ||
| | Second Amended and Restated Certificate of Incorporation of Volato Group, Inc. (included as Annex B 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). | |
| | ||
| | Second Amended and Restated Bylaws of PROOF Acquisition Corp I (incorporated by reference to Exhibit 3.5 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). | |
| | ||
| | Specimen Class A Common Stock Certificate of Volato Group, Inc (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 |
| | Specimen Warrant Certificate (Incorporated by reference to the corresponding exhibit the Company’s Registration Statement on Form S-l (File No. 333-261015), filed with the SEC on November 12, 2021). | |
| | ||
| | Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, dated as of December 17, 2020 (Incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6, 2021). | |
| | ||
5.1* | | | Opinion of Womble Bond Dickinson (US) LLP. |
| |
| | 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). |
Exhibit No. | | | Description |
| | 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). |
| | ||
| | 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). | |
| | ||
| | Consent of Rose Snyder Jacobs, LLP | |
| | ||
| | Consent of Womble Bond Dickinson (US) LLP (included as part of Exhibit 5.1). | |
| | ||
| | Power of | |
| | ||
| | Volato Group, Inc. Clawback Policy (incorporated by reference herein from the Company’s Current Report on Form 10-K filed with the SEC on March 26, | |
| | ||
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. |
| | ||
101.SCH | | | XBRL Taxonomy Extension Schema Document. |
| | ||
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| | ||
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. |
| | ||
| | ||
101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document. |
| | ||
101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| | ||
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. |
* |
(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) | To include any prospectus required by section 10(a)(3) of the Securities Act. |
(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 fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | 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 portion of any other free writing prospectus relating to the offering containing material information about us or the Common Stock provided by or on behalf of us; and |
(iv) | Any other communication that is an offer in the offering made by us to the purchaser. |
| | VOLATO GROUP, INC. | ||||
| | By: | | | /s/ Matthew Liotta | |
| | Name: | | | Matthew Liotta | |
| | Title: | | | Chief Executive Officer |
Name | | | Title | | | Date |
/s/ Matthew | | | Chief Executive Officer and Director (Principal Executive Officer) | | | April |
Matthew Liotta | | |||||
| | | | |||
/s/ Mark Heinen | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | April |
Mark Heinen | | |||||
| | | | |||
| | Director | | | April | |
| ||||||
| | | | |||
| | Director | | | April | |
| ||||||
| | | | |||
| | Chief Commercial Officer and Director | | | April | |
Nicholas Cooper | | |||||
| | | | |||
| | Director | | | April | |
Michael Nichols | |