Financial Performance - Total revenue for Q1 2024 was $13,211,000, a decrease of 15.7% compared to $15,665,000 in Q1 2023[13]. - Net loss for Q1 2024 was $17,390,000, compared to a net loss of $7,515,000 in Q1 2023, representing a 131.0% increase in losses[13]. - Basic and diluted net loss per share for Q1 2024 was $0.60, slightly improved from $0.67 in Q1 2023[13]. - The Company generated $13.2 million in revenue for the three months ended March 31, 2024, compared to $15.7 million for the same period in 2023, representing a decrease of approximately 9.5%[61][62]. - Revenue decreased by $2.5 million, or 16%, to $13.2 million for the three months ended March 31, 2024, compared to $15.7 million for the same period in 2023[174]. - The company incurred a net loss of $17.4 million for the three months ended March 31, 2024, an increase of $9.9 million in loss over the prior year[167]. - Adjusted negative EBITDA was $13.1 million for the three months ended March 31, 2024, compared to adjusted negative EBITDA of $6.7 million for the same period last year[167]. Costs and Expenses - Total costs and expenses increased to $29,234,000 in Q1 2024, up 24.0% from $23,578,000 in Q1 2023[13]. - Selling, general and administrative expenses rose by $5.5 million, or 89%, to $11.7 million, primarily due to higher advertising, salaries, and professional fees[179]. - Cost of revenue increased by $129 thousand, or 1%, totaling $17.5 million, with a significant rise in aircraft usage costs[178]. Assets and Liabilities - Total current assets decreased to $39,557,000 as of March 31, 2024, down from $46,498,000 at the end of 2023[11]. - Total liabilities increased to $66,478,000 as of March 31, 2024, compared to $56,961,000 at the end of 2023, marking a 16.5% rise[11]. - Shareholders' equity dropped to $1,694,000 as of March 31, 2024, down from $14,751,000 at the end of 2023, indicating a significant decline[11]. - Negative working capital stood at $11.7 million as of March 31, 2024, indicating liquidity challenges[23]. Cash Flow - Cash and restricted cash at the end of Q1 2024 totaled $8,287,000, down from $16,723,000 at the beginning of the year[18]. - The company reported a net cash used in operating activities of $7,696,000 for Q1 2024, compared to $7,608,000 in Q1 2023[18]. - Cash used in operating activities for the same period was $7.7 million, highlighting ongoing cash burn[23]. - Net cash used in investing activities for Q1 2024 was $56 thousand, a significant decrease from $2.0 million in Q1 2023, primarily due to a $3.8 million sale of equity method investment in the previous year[194]. - Net cash used in financing activities for Q1 2024 was $684 thousand, compared to $5.5 million in Q1 2023, which included $4.8 million from convertible notes issuance and $1 million from a line of credit[195]. Revenue Sources - Charter flight revenue accounted for $11.5 million of the total revenue in Q1 2024, while aircraft management revenue contributed $1.7 million[61]. - Revenue from aircraft usage increased by $4.8 million, or 72%, while revenue from plane sales decreased by $5.7 million during the same period[167]. - Revenue recognized over time from aircraft management services was $1.6 million for Q1 2024, compared to $1.1 million for Q1 2023, reflecting a year-over-year increase of approximately 45%[58]. - Revenue is generated from three primary sources: aircraft sales, commercial strategy including deposit product flights and charter flights, and aircraft management services[198]. Future Outlook - Management believes that anticipated revenue growth and prudent expense management will allow the company to continue as a going concern for at least one year[25]. - The company expects to receive deliveries of 8 to 10 HondaJet Elite II aircraft throughout 2024, which is anticipated to boost future aircraft sales revenue[175]. - The company has incurred significant losses historically and plans to raise additional capital to fund future operations, raising concerns about its ability to continue as a going concern[190]. Investments and Acquisitions - The Company executed purchase agreements with Gulfstream Aerospace, LP for four Gulfstream G 280 aircraft for a total consideration of $79 million, with expected delivery throughout fiscal year 2025[105]. - The Company entered into a purchase agreement for twenty-three HondaJet HA-420 aircraft for a total purchase price of $161.1 million, with deliveries scheduled between Q4 2023 and Q4 2025[109]. - The company has committed to acquire four Gulfstream G-280 aircraft for a total of $79.0 million, with $45 million funded by March 31, 2024, and an additional 22 Honda HA-420 aircraft for $154.9 million, with $1.5 million funded by the same date[196]. Intangible Assets and Impairment - The company reviews intangible assets for impairment annually or when circumstances indicate potential impairment, with significant changes in business climate or operating performance being key indicators[202]. - Goodwill is tested for impairment at least annually, with the next assessment scheduled for October 1, and is not amortized[203]. - There was no impairment loss recognized for intangible assets or goodwill for the three months ended March 31, 2024, and 2023[72][74].

The Securities Act of 1933 VOLATO GROUP, INC. (Exact name of Registrant as specified in its charter) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 24, 2024 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under Delaware 4522 86-2707040 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Num ...

TABLE OF CONTENTS Under The Securities Act of 1933 VOLATO GROUP, INC. (Exact name of Registrant as specified in its charter) As filed with the Securities and Exchange Commission on April 2, 2024 Registration No. 333-276479 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) 1954 Airport Road, Suite 124 Chamblee, Georgia ...

Market Overview - The private aviation market was valued at $29.0 billion in 2022 and is projected to grow to $38.0 billion by 2029[18]. - The U.S. market for private aircraft sales and charter reached $25.1 billion in 2021[18]. - The number of U.S. millionaires is expected to rise by 13% from 24.48 million in 2021 to 27.66 million by 2026[19]. - The number of U.S. billionaires increased from 724 in 2021 to 735 in 2023[19]. - There are approximately 100,000 regular private jet flyers in the U.S., out of 1.5 million potential customers[19]. Company Operations and Business Model - Volato has placed orders for 23 HondaJets to be delivered from 2023 through 2025[15]. - Volato's business model includes aircraft sales, management services, and revenue from charter flights[24]. - The aircraft ownership program allows owners to share in eligible revenue generated from charter flights while maintaining preferred-rate access[22]. - Fractional owners participate in a revenue share from eligible flights, calculated and remitted monthly, enhancing their financial returns[30]. - The company offers unlimited flight hours for fractional owners, decoupling ownership from usage, allowing flexibility in flight scheduling[30]. - Charter currently comprises approximately 40% of the company's revenue flight hours, with a strategy to build the deposit program customer base while reducing general charter[44]. Technology and Innovation - The proprietary software, Mission Control, enhances operational efficiency and customer satisfaction by providing real-time insights and streamlining flight management processes[52]. - The company has developed a custom flight management platform to meet specific operational needs, enhancing transparency and efficiency[48]. Sustainability and Environmental Responsibility - The company offsets 100% of the CO2 generated by its HondaJet core fleet's flight operations through participation in the 4AIR offset program, emphasizing its commitment to sustainability[63]. - The company prioritizes environmental responsibility by selecting aircraft that reduce fuel burn and operating costs, aligning with its sustainability goals[63]. Workforce and Safety - As of December 31, 2023, the company has 229 employees, including 116 pilots, with no part-time employees[107]. - The company has established higher safety standards that exceed FAA requirements, including a Safety Management System (SMS) for its operations[76]. - The company’s pilot selection process includes a comprehensive screening that evaluates candidates' professional backgrounds and customer service skills[82]. Financial Performance and Risks - Volato Group has experienced significant net losses since its inception, with a limited operating history since launching on January 7, 2021[120]. - The company may require substantial additional funding for operations and growth, which may not be available on commercially acceptable terms[130]. - Labor costs constitute a significant portion of total operating costs, and a shortage of qualified pilots could adversely affect operations and financial results[133]. - The company is vulnerable to changes in consumer preferences and economic conditions, which could lead to decreased demand for private aviation services[128]. - Significant increases in fuel costs could adversely affect the company's business, financial condition, and results of operations, particularly due to the ongoing conflict in Ukraine[141]. Compliance and Legal Matters - The company is subject to compliance with the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act, which took effect on January 1, 2023[105]. - The company is subject to federal law restrictions on foreign ownership, requiring that no more than 25% of its common stock be voted by non-U.S. citizens[174]. - The company is subject to various legal proceedings that could divert management's attention and resources, potentially leading to significant expenses[177]. Market Competition and Challenges - The private aviation industry is competitive, with various operators and commercial carriers posing threats to Volato's market share[129]. - The company anticipates increased competition for third-party aircraft operators as the private aviation market grows, which may lead to higher costs and operational challenges[144]. Financial Obligations and Securities - As of December 31, 2023, the balance of PDP Notes is $28.5 million, with an interest rate of 12.5% on the promissory notes issued under the PDP Agreement[186]. - The company has significant long-term lease and debt financing obligations, which could impair liquidity and adversely affect operations and financial condition[185]. - The company may incur substantial maintenance costs related to leased aircraft return obligations, which could negatively impact financial results[182]. - Future sales or perceived sales of common stock could negatively impact the market price of the company's shares[189]. Operational Risks - The company faces operational disruptions due to an industry-wide shortage of qualified pilots, which has significantly increased training timelines and stressed the availability of flight simulators and instructors[134]. - The operation of aircraft is subject to various risks, including catastrophic disasters and mechanical failures, which could lead to loss of revenue and customer contracts[153]. - Cyberattacks on information technology systems could disrupt service delivery, leading to increased costs and decreased revenues[157]. Future Outlook - Volato's growth strategies include attracting new customers and expanding into new markets, but challenges in execution may strain resources and impact financial results[124]. - Future acquisitions may disrupt operations and adversely affect financial condition, with potential write-offs of acquired assets[166].

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 9, 2024 Registration No. 333-276479 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 VOLATO GROUP, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) 1954 Airport Road, Suite 124 Chamblee, Geor ...

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 VOLATO GROUP, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 41 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission file number: 001-41104 PROOF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission file number: 001-41104 PROOF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or o ...

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of approximately $1,879,261, driven by $3,028,941 in interest income from investments held in the Trust Account, offset by operating costs of $524,102 and income tax expense of $625,578 [102]. - As of March 31, 2023, the company had approximately $288,249,255 in cash held in the Trust Account and $1,186,147 in cash available for working capital [103]. - The company has not generated any operating revenues to date and does not expect to do so until the completion of its initial Business Combination [101]. Expenses and Costs - The company incurred $30,000 in administrative service fees for the three months ended March 31, 2023, consistent with the previous year [112]. - The company has identified that it will incur increased expenses as a public company, including legal and compliance costs, until the completion of its initial Business Combination [101]. Business Combination - The company has until June 3, 2023, to complete a Business Combination, after which it may face mandatory liquidation if not extended [106]. - The company has not selected any Business Combination target and intends to use cash from its Initial Public Offering and Private Placement for this purpose [100]. Working Capital - The company has sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing date [105]. External Factors - The company is currently evaluating the impact of the COVID-19 pandemic and geopolitical events on its financial position and operations, though specific impacts are not determinable at this time [108][109]. Underwriter Fees - The underwriter was entitled to a deferred fee of $9,660,000, which has been waived due to regulatory changes affecting relationships with special purpose acquisition companies [110].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K COMMISSION FILE NUMBER 001-41104 PROOF ACQUISITION CORP I (Exact name of registrant as specified in its charter) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) OR Delaware 86-2707040 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE S ...