Announces Closing of an Additional $12 Million
of Combined Investments to Fund Business Operations and Grow Volato
Fleet
Follows PROOF Stockholders’ Approval of the
Business Combination with Volato at Special Meeting on November 28,
2023
Shares and Warrants to Trade on the NYSE under
the Symbols “SOAR” and “SOAR.WS”
Volato, Inc., (“Volato”) a leading private aviation company in
the United States, and PROOF Acquisition Corp I (NYSE: PACI)
(“PACI”) today announced the completion of their business
combination (the “Business Combination”). The combined company will
now operate under the Volato brand, and its common stock and
warrants will commence trading on December 4, 2023 on the New York
Stock Exchange American (“NYSE American”) under the new ticker
symbols “SOAR” and “SOAR.WS.” The Business Combination was approved
at a Special Meeting of PACI shareholders held on November 28,
2023.
Concurrent with the closing of the Business Combination, PACI
also announced the closing of an additional $12 million of private
investments, which, along with the $14 million in Series A
Preferred Equity financing completed since July 2023, were
converted to common stock at the time of the closing of the
Business Combination. Including these transactions and the
conversion of Volato convertible debt, the total capital raised
exceeds $60 million.
Matt Liotta, CEO & Co-Founder of Volato commented, “This is
an exciting milestone for Volato, our customers, and our investors.
We believe that this transaction provides not only the capital to
accelerate our fleet growth and strategy, but also a level of
transparency and institutional support that should make our product
even more attractive to new fractional owners and private fliers.
After founding the company in 2021 and quickly ramping to nearly
$100 million of revenue in 2022, we are now positioned to build on
this momentum as a public company. More importantly, we believe
that our total funding and capitalization at closing provides us
with sufficient capital to execute on our growth strategy and fund
our path to profitability. We’re thrilled to begin this new chapter
and look forward to delivering more efficient, friendly, and
rewarding solutions to travelers while creating value for our
shareholders.”
John Backus, CEO of PACI commented, “When we identified Volato
as an ideal partner for PACI, we were impressed by the company’s
innovative business model, proven results, and highly experienced
team. These attributes, in combination with PACI’s deep aviation
acumen and experience, help position Volato well for success as a
public company. Our two teams have worked together to bring over
$60 million of fresh capital to Volato, positioning the company for
a strong debut. We are very pleased with this outcome and want to
thank our existing and new shareholders with whom we are invested
alongside.”
Nicholas Cooper, Chief Commercial Officer & Co-Founder of
Volato added, “This transaction and recent new investments come at
an ideal time for Volato, as we see strong demand for our product
in the market. The private aviation industry has undergone a
secular expansion in recent years due to changes in customer
behavior along with greater customer awareness of the options and
solutions available for private travel. We’re excited to welcome
our new investors as we continue executing on a compelling long
term investment opportunity underpinned by a unique business model
and revenue visibility.”
In compliance with applicable New York Stock Exchange (“NYSE”)
rules, PACI will delist its shares of common stock and warrants
from the NYSE in connection with consummation of the Business
Combination and planned listing by the combined entity of its
shares of common stock and warrants on NYSE American.
Advisors BTIG, LLC served as financial advisor to
Volato, Inc. Roth Capital Partners served as capital markets
advisor to Volato, Inc. Womble Bond Dickinson (US) LLP served as
legal advisor to Volato, Inc. Steptoe & Johnson LLP served as
legal advisor to PROOF Acquisition Corp I. Lowenstein Sandler LLP
served as legal advisor to PROOF.vc. Richards, Layton & Finger,
P.A. served as legal advisor to the special committee of the PROOF
Acquisition Corp I board. The special committee received a fairness
opinion from LSH Partners Securities LLC (“LSH”). Baker Botts
L.L.P. served as legal advisor to LSH.
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/.
Forward Looking Statements Some statements in this
press release may be considered “forward-looking statements” for
purposes of the United States federal securities laws with respect
to the Business Combination between Volato and PACI, including
statements regarding 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 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 13, 2023 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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version on businesswire.com: https://www.businesswire.com/news/home/20231201748859/en/
For Media: media@flyvolato.com
For Investors: investors@flyvolato.com
Grafico Azioni PROOF Acquisition Corp I (NYSE:PACI)
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