Volato Group, Inc S-1, filed Apr 24, 2024

Assumed public offering price per share

Historical net tangible book value per share as of December 31, 2023

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

Volato Group, Inc. (SOAR)

S-1 2024-04-24

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Added on October 16, 2026

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Delaware			4522			86-2707040
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

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	$	$

			Page
PROSPECTUS SUMMARY			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			7
MARKET AND INDUSTRY DATA AND FORECASTS			8
RISK FACTORS			9
USE OF PROCEEDS			28
DIVIDEND POLICY			28
CAPITALIZATION			29
DILUTION			30
BUSINESS			31
MANAGEMENT			63
DESCRIPTION OF CAPITAL STOCK			82
PRINCIPAL STOCKHOLDERS			88
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			89
UNDERWRITING			94
LEGAL MATTERS			96
EXPERTS			96
WHERE YOU CAN FIND MORE INFORMATION			96
INDEX TO FINANCIAL STATEMENTS			F-1

	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	$


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.

	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,
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)

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
Christopher Burger	48	Director
Fred Colen	71	Director
Michael Nichols	53	Director

Name and principal position	Year	Salary ($)	Option Awards ($)⁽¹⁾	Other⁽²⁾	Total ($)
Matthew Liotta Chair and Chief Executive Officer	2023	215,208	—	5,041	220,249
Matthew Liotta Chair and Chief Executive Officer	2022	148,333⁽³⁾	7,381	4,098	159,812
Keith Rabin President⁽⁴⁾	2023	252,604	104,448	13,720	370,772
Keith Rabin President⁽⁴⁾	2022	154,688⁽⁵⁾	12,192	6,272	173,152
Nicholas Cooper Chief Commercial Officer⁽⁶⁾	2023	207,847	—	10,392	218,239
Nicholas Cooper Chief Commercial Officer⁽⁶⁾	2022	153,333	—	4,292	157,625

	Option Awards
Name	Number of securities underlying unexercised options (#) Exercisable⁽¹⁾	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date
Matthew Liotta	146,901	—	$0.16	03/10/2027
Keith Rabin	—	31,442	$8.40	11/26/2033
	242,657	—	$0.14	11/15/2032
	239,053⁽¹⁾	—	$0.14	05/18/2032
Nicholas Cooper	—	—	—	—

Name	Cash Fees ($)	Option awards ($)⁽¹⁾	Total ($)
Joan Sullivan Garrett⁽²⁾	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

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%

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 468)			F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022			F-3
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022			F-4
Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022			F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022			F-6
Notes to the consolidated audited Financial Statements			F-8

	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	Additional Paid-in Capital	Subscription Receivable	Retained Deficit	Non- controlling Interest	Total Shareholders’ Equity (Deficit)
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)

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%

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

			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
2024			$60
2025			60
2026			60
2027			11
			$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
Machine and equipment	$ 191	$173
Automobiles	102	63
Website development costs	290	49
Computer and office equipment	11	8
Software development costs	437	114
	1,031	407
Less accumulated depreciation	(185)	(59)
	$846	$348