Volato is a full-service private aviation
company operating a floating fleet of private jets across the
United States with programs including fractional ownership, jet
card and deposit programs, aircraft management services, and
on-demand charter
Volato and PROOF Acquisition Corp I (NYSE:
PACI) have entered into a business combination agreement
Volato has a track record of strong growth with
2022 revenue of nearly $100 million
Business combination values Volato at a
pre-transaction equity value of $190 million and is expected to
provide $25 million in additional proceeds
Business combination proceeds will allow Volato
to continue its growth, better serve customers, and accelerate its
strategic plan
Volato separately announces completion of
Series A Funding Round led by PROOF.vc, completed in July 2023
Volato, an innovator in private aviation, announced today that
it has entered into a business combination agreement with PROOF
Acquisition Corp I (“PACI”) (NYSE: PACI), a Special Purpose
Acquisition Company, that will result in Volato becoming a publicly
traded company. Upon the close of the transaction, the combined
entity is expected to trade under the ticker symbol “SOAR” and will
adopt Volato as the corporate operating brand. Volato CEO and
Co-Founder Matt Liotta will lead the combined company. Once
completed, the transaction will provide Volato with the capital to
execute on its vision to transform the private aviation industry by
delivering innovative solutions that benefit the company, its
customers, and the broader industry.
Matt Liotta, CEO & Co-Founder of Volato commented, "Volato
is primed to be a change maker in the private aviation industry,
and we are excited to be merging with PACI to drive this
opportunity forward. Our asset-light business model is structured
to maximize fleet utilization and profitability, while our
attention to service provides a seamless and elevated aviation
experience for our owners and passengers. Since inception, our team
has consistently exceeded its goals, including generating nearly
$100 million in revenue in FY 2022. Bringing Volato to the public
markets will allow us to build on this momentum and accelerate our
vision to provide unique and customized travel experiences that
deliver a better aviation experience for all our customers.”
John Backus, CEO of PACI commented, "Volato is the ideal partner
for PACI. We were impressed by the depth of experience across
Volato’s management team, which is highly complementary to PACI’s
deep aviation acumen and expertise. We were also attracted to
Volato’s innovative yet simple business model, set within a highly
regulated, traditional industry which is ripe for disruption. The
private aviation industry is buffered from many of the headwinds
that face other industries and Volato is further protected through
its entry-point positioning and efficient best-in-class HondaJet
fleet. We believe this merger and related funding provides a unique
high-growth, low-volatility opportunity to be part of a strong
operating company, and we are committed to helping drive growth
over the long-term.”
Nicholas Cooper, Chief Commercial Officer & Co-Founder of
Volato added, “We believe the merger with PACI will provide us
access to capital that funds our business plan through to
profitability, alongside a complimentary team who is eager to work
together to drive innovation in private aviation. With the
additional equity funding, we can continue executing against our
near-term business objectives. Overall, we are excited to broaden
our investor base and share a compelling long term investment
opportunity underpinned by a unique business model and revenue
visibility."
Thanasis Delistathis, Managing Member and Co-Founder of PROOF.vc
commented, “Volato fits with our fund’s investment strategy of
pursuing rapidly growing, expansion-stage companies with a clear
path to near-term profitability. The Volato management team’s
entrepreneurial approach to private aviation creates a unique and
defensible business model with strong prospects for outsized
growth.”
The management team and existing investors are committed to
long-term, stable growth and will be rolling 100% of their Volato
equity into the new company. Many of Volato's fractional owners who
have signed up to five-year programs have already invested in the
company, which management believes demonstrates their continued
confidence in the value in Volato’s product offerings and the
long-term prospects for the business.
Volato Investment Highlights:
- Large and fast-growing market with favorable tailwinds and an
increased appreciation for the benefits of private aviation
- Asset-light and unique business model with recurring revenue
streams
- Growing fleet capacity of top-tier aircraft in a market with
limited HondaJet availability
- Increasing utilization with larger, more efficient fleet – one
common aircraft type, lower cost aircraft and technology
- Management team and board members with decades of industry
experience
Business Combination Transaction Overview
The transaction values the combined company at a pro forma
enterprise value of $261.1 million. Upon the closing of the
proposed transaction, Volato’s senior management will continue to
serve in their current roles. The current Volato owners will retain
approximately 63.5% of the ownership at close.
The respective boards of directors of both Volato and PACI have
each approved the proposed transaction. Completion of the proposed
transaction is subject to the approval of PACI stockholders and
other customary closing conditions. The parties expect that the
proposed transaction will be completed in 2023.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by PROOF
Acquisition Corp I, today with the Securities and Exchange
Commission and available at www.sec.gov.
Series A Transaction Overview
Separate from the proposed merger, Volato also announced the
initial closing of a Series A preferred equity funding round by the
PROOF family of venture funds (“PROOF.vc”) in the amount of $10.0
million which was completed in July 2023. In connection with such
financing, $38.0 million of previously raised outstanding
convertible notes in Volato were converted by their terms into
Series A preferred equity. Upon completion of the business
combination, all Series A preferred equity shall be converted into
common equity.
Proceeds from the raise will be used to fund Volato’s working
capital needs, including deposits for future aircraft
deliveries.
Volato Overview
Volato’s business model is designed to maximize utilization of
its fleet to the benefit of both Volato and its fractional jet
share owners.
Core Fractional Fleet
In August of 2021, Volato entered the fractional aircraft
ownership category in the United States with its unique Part 135
fractional program featuring the HondaJet. The program includes
flexible hours and a revenue share on the HondaJet fleet. By
focusing on evolving customer needs while maximizing operational
efficiency, Volato has experienced significant growth. The company
now has 18 HondaJets in fleet with a further 23 on firm order from
Honda Aircraft Company. It operates a floating fleet, offering
owners special pricing on flights from bases in Atlanta, St.
Augustine, Fort Lauderdale, Baltimore, Houston, and Carlsbad.
Managed Fleet
In March 2022, Volato acquired aircraft management company Gulf
Coast Aviation (GCA), a fixture in the Houston private aviation
market for over 25 years. In conjunction with this integration,
Volato launched Volato Aircraft Management Services, allowing
private aircraft owners to partner with Volato to manage and
charter their aircraft through a bespoke agreement covering all
aspects of ownership.
On-Demand Charter Operations
Volato’s innovative charter solutions are designed to maximize
fleet utilization to the benefit of Volato and its fractional
owners who enjoy a revenue share. Offerings include the Broker
Rewards Program which rewards brokers with up to 4% cash back on
bookings, Volato Go! which features capped rates on highly
trafficked legs on the West coast and East coast, Daily Deals, and
an online charter booking tool that features instant pricing and
quote submission.
Volato’s programs include the Volato Jet Stretch Card; a jet
card that rewards itinerary flexibility when booking a flight on a
private jet, and the Volato Insider Deposit Program which offers
access to dynamic charter rates across the country with capped
rates when you fly between Insider City Zones.
Volato also aims to provide flight-efficient aircraft for each
mission – reducing fuel consumption – while offsetting the CO2 on
fuel used across its fleet through its partnership with 4AIR.
Investor Call and Webcast
Volato and PACI will host a joint investor conference call to
discuss the business and the proposed transaction today, August 2,
2023 at 8:30 am ET. There will be no question-and-answer session
following the prepared remarks. To listen to the conference call
via telephone, dial 800-267-6316 (U.S.) or 203-518-9765
(international callers/U.S. toll) and enter the conference ID
number 549707.
To listen to the webcast, please visit the Volato Investors Page
at www.flyvolato.com/investors. A webcast replay will be available
for one year.
A telephone replay will be available until August 9, 2023, at
888-274-8322 using the conference ID number 549707. To access a
copy of the investor presentation as filed with the SEC, please
visit the Volato website at www.flyvolato.com/investors or the
SEC’s website for PACI’s filings at www.sec.gov.
Advisors
BTIG, LLC is serving as financial advisor to Volato, Inc. Womble
Bond & Dickinson LLP is serving as legal advisor to Volato,
Inc. Steptoe & Johnson LLP is serving as legal advisor to PROOF
Acquisition Corp I. Lowenstein Sandler LLP is serving as legal
advisor to PROOF.vc.
About Volato
Volato is a full-service private aviation company providing
modern ways to enjoy luxury private jets through innovative,
efficient, and sustainable solutions. Volato provides a fresh
approach to fractional ownership, aircraft management, jet card,
deposit and charter programs. Volato's fractional programs uniquely
offer flexible hours and a revenue share for owners in a fleet of
HondaJets, which are optimized for missions of up to four
passengers. For more information visit www.flyvolato.com.
All Volato Part 135 charter flights are operated by its
DOT/FAA-authorized air carrier subsidiary (G C Aviation, Inc.,
d/b/a Volato) or by an approved vendor air carrier.
About PROOF Acquisition Corp I
PACI is a blank check company incorporated as a Delaware
corporation for the purpose of effecting a merger, stock exchange,
asset acquisition, reorganization or similar business combination
with one or more businesses. PACI established a number of criteria
and guidelines in its initial public offering to identify a
potential business combination partner, including compelling
long-term growth prospects, attractive competitive dynamics,
consolidation opportunities, and products or services with large
total addressable markets. The key business characteristics PACI
focused on in identifying a potential business combination partner
included the potential for disruptive technology or business model;
attractive returns on invested capital; significant streams of
recurring revenue; operational improvement opportunities;
attractive steady-state margins, incremental margins, and
attractive free cash flow characteristics. For more information
about PACI, visit www.proof-paci.com/.
About PROOF.vc
PROOF.vc is an expansion-stage venture capital firm based in
Reston, Virginia that invests in rapid-growth, breakout companies
across the venture ecosystem. PROOF.vc generally invests in
category-leading companies, growing 100% year over year, that are
raising highly competitive, oversubscribed financing rounds led by
top-tier venture capital funds. PROOF.vc gains access to these
attractive rounds by partnering with seed and early-stage venture
capital funds to maximize the upside of their top-performing
companies by utilizing their pro rata rights (anti-dilution
rights). For more information about PROOF, visit proof.vc.
Forward Looking Statements
Some statements in this press release may be considered
“forward-looking statements” for purposes of the Federal securities
laws with respect to the Business Combination between Volato and
PACI, including statements regarding the anticipated benefits of
the Business Combination, the anticipated timing of the Business
Combination, the future financial condition and performance of
Volato, and the expected financial impacts of the Business
Combination (including future revenue and pro forma enterprise
value), markets, and expected future growth and market
opportunities. Forward-looking statements generally relate to
management’s current expectations, hopes, beliefs, intentions,
strategies, or projections about future events or PACI or Volato’s
future financial or operating performance. For example, statements
regarding anticipated growth in the industry in which Volato
operates and anticipated growth in the demand for Volato’s
services, projections of Volato’s future financial results or other
metrics, and ownership of the combined company following the
closing of the Business Combination are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “pro forma,” project,” “should,” “would,”
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. Forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by the
forward-looking statements. You should not rely on these
forward-looking statements as predictions of future events.
Forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by management of PACI
and Volato, are inherently uncertain. Factors that may cause actual
result to differ from current expectations include, but are not
limited to: the occurrence of any event, change, or other
circumstances give rise to the termination of definitive agreements
with respect to the Business Combination; the inability to complete
the Business Combination due to the failure to obtain approval of
the stockholders of PACI or to satisfy the other conditions of
closing; changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; the ability to
meet stock exchange listing standards following consummation of the
Business Combination; the risk that the Business Combination
disrupts current plans and operations of Volato as a result of the
announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; the costs
related to the Business Combination; changes to existing applicable
laws or regulations; the possibility that Volato or the combined
company may be adversely affected by economic, business, or
competitive factors; Volato’s estimates of expenses and
profitability; the evolution of the markets in which Volato
competes and Volato’s ability to enter new markets effectively; the
ability of Volato to implement its strategic initiatives and
continue to innovate its existing services; the impact of
government and other responses to public health crisis such as
pandemics on Volato’s business; and other risks and uncertainties
set forth in the section entitled “Risk Factors” and Cautionary
Note Regarding Forward-Looking Statements in PACI’s final
prospectus dated November 30, 2021 relating to its initial public
offering, and those risk factors set forth in PACI’s Annual Report
on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the
proxy statement/prospectus related to the transaction, when it
becomes available, and other documents filed (or to be filed) by
PACI from time to time with the SEC.
Forward-looking statements speak only as of the date they are
made. Investors are cautioned not to put undue reliance on
forward-looking statements, and Volato and PACI assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by securities and
other applicable laws.
No Offer or Solicitation
This press release is for informational purposes only and shall
neither constitute an offer to sell nor the solicitation of an
offer to buy any securities, nor a solicitation of a proxy, vote,
consent or approval in any jurisdiction in connection with the
Business Combination, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdictions. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
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