|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
||
|
|
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
|
|
Page
|
PART 1 - FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
2
|
|
|
|
|
|
3
|
|
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
Item 2.
|
18
|
|
|
|
|
Item 3.
|
21
|
|
|
|
|
Item 4.
|
21
|
|
|
|
|
21
|
||
|
|
|
Item 1.
|
21
|
|
|
|
|
Item 1A.
|
21
|
|
|
|
|
Item 2.
|
21
|
|
|
|
|
Item 3.
|
22
|
|
|
|
|
Item 4.
|
22
|
|
|
|
|
Item 5.
|
22
|
|
|
|
|
Item 6.
|
22
|
|
|
|
|
24
|
June 30, 2023
(unaudited)
|
December 31,
2022
(audited)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total current assets
|
|
|
||||||
Investments held in Trust
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accrued expenses
|
|
|
||||||
Excise tax payable |
||||||||
Income tax payable |
||||||||
Total current liabilities
|
|
|
||||||
Deferred income taxes |
||||||||
Total Liabilities
|
|
|
||||||
Commitments and contingencies (Note 5) |
||||||||
Temporary Equity:
|
||||||||
Class A common stock subject to possible redemption; $
|
|
|
||||||
Stockholders’ Equity (Deficit):
|
||||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
(Accumulated Deficit) Retained earnings
|
(
|
)
|
|
|||||
Total Stockholders’ (Deficit) Equity
|
(
|
)
|
|
|||||
Total Liabilities, Temporary Equity and Stockholders’ (Deficit) Equity
|
$
|
|
$
|
|
For the Three Months Ended
June 30, 2023
|
For the Three Months Ended
June 30, 2022
|
|||||||
Formation and operating expenses
|
$
|
|
$ | |||||
Operating loss
|
(
|
)
|
( |
) | ||||
Interest income - investments held in Trust Account
|
|
|||||||
Other income
|
|
|||||||
Income (loss) before income tax | ( |
) | ||||||
Income tax expense | ( |
) | ( |
) | ||||
Net income (loss)
|
$
|
|
$ | ( |
) | |||
Class A common stock - weighted average shares outstanding, basic and diluted
|
|
|||||||
Class A common stock - basic and diluted net income (loss) per share
|
$ | $ | ( |
) | ||||
Class B common stock - weighted average shares outstanding, basic and diluted
|
|
|||||||
Class B common stock - basic and diluted net income (loss) per share
|
$
|
|
$ | ( |
) |
For the Six Months Ended
June 30, 2023
|
For
the Six Months Ended
June 30, 2022
|
|||||||
Formation and operating expenses
|
$ |
$
|
|
|||||
Operating loss
|
( |
) |
(
|
)
|
||||
Interest income - investments held in Trust Account
|
|
|||||||
Other income
|
|
|||||||
Income (loss) before income tax | ( |
) | ||||||
Income tax expense |
( |
) | ( |
) | ||||
Net income (loss)
|
$ |
$
|
(
|
)
|
||||
Class A common stock - weighted average shares outstanding, basic and diluted
|
||||||||
Class A common stock - basic and diluted net income (loss) per share
|
$ | $ | ( |
) | ||||
Class B common stock - weighted average shares outstanding, basic and diluted
|
||||||||
Class B common stock - basic and diluted net income (loss) per share
|
$ | $ | ( |
) |
Class B Common Stock
|
Additional
Paid-in
|
Retained
Earnings (Accumulated
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit)
|
Equity (Deficit)
|
||||||||||||||||
Balance, December 31, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Remeasurement of Class A Common Stock to redemption value
|
-
|
-
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Net income
|
-
|
|
|
|
|
|||||||||||||||
Balance, March 31, 2023
|
|
|
|
|
|
|||||||||||||||
Excise tax on Class A Common Stock redemptions
|
-
|
-
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Remeasurement of Class A Common Stock to redemption value
|
-
|
-
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Net income
|
-
|
|
|
|
|
|||||||||||||||
Balance, June 30, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Class B Common Stock
|
Additional
Paid-in
|
Accumulated |
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance, December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net loss
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance, March 31, 2022
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Remeasurement of Class
A Common Stock to redemption value
|
- | - | ( |
) | ( |
) | ||||||||||||||
Net loss | - | ( |
) | ( |
) | |||||||||||||||
Balance, June 30, 2022 | $ | $ | $ | ( |
) | $ | ( |
) |
For the
Six Months Ended
June 30,
2023
|
For the
Six Months Ended
June 30,
2022
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Income earned on Trust assets
|
(
|
)
|
(
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
|
|
||||||
Income taxes payable
|
|
|
||||||
Deferred income taxes
|
(
|
)
|
|
|||||
Accrued expenses
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Deposit into Trust Account for extension
|
(
|
)
|
|
|||||
Withdrawal from Trust Account for redemptions
|
|
|
||||||
Withdrawal from Trust Account for working capital and tax
|
|
|
||||||
Net cash provided by investing activities
|
|
|
||||||
Cash flows from financing activities:
|
||||||||
Trust redemptions
|
(
|
)
|
|
|||||
Net cash used in financing activities
|
(
|
)
|
|
|||||
Net change in cash
|
|
(
|
)
|
|||||
Cash at beginning of period
|
|
|
||||||
Cash at end of period
|
$
|
|
$
|
|
||||
Non-cash financing activities:
|
||||||||
Excise tax on redemption of Class A common stock subject to possible redemption
|
$
|
|
$
|
|
||||
Remeasurement of Class A common stock subject to possible redemption
|
$
|
|
$
|
|
For the Three Months | For the Three Months | |||||||||||||||
Ended June 30, 2023
|
Ended June 30, 2022
|
|||||||||||||||
Class A
|
Class B
|
Class A | Class B | |||||||||||||
Basic and diluted net income per share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss)
|
$
|
|
$
|
|
$ | ( |
) | $ | ( |
) | ||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
||||||||||||||
Basic and diluted net income (loss) per share
|
$
|
|
$
|
|
$ | ( |
) | $ | ( |
) |
For the Six Months | For the Six Months | |||||||||||||||
Ended June 30, 2023
|
Ended June 30, 2022
|
|||||||||||||||
Class A
|
Class B
|
Class A | Class B | |||||||||||||
Basic and diluted net income per share
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss)
|
$
|
|
$
|
|
$ | ( |
) | $ | ( |
) | ||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
||||||||||||||
Basic and diluted net income (loss) per share
|
$
|
|
$
|
|
$ | ( |
) | $ | ( |
) |
● |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in
which one or more significant inputs or significant value drivers are unobservable.
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $
|
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of our Class A common stock equals or exceeds $
|
• |
if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of Class A common stock) as the outstanding public warrants, as described above.
|
Class A common stock subject to possible redemption at December 31, 2022
|
$
|
|
||
Re-measurement of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption at March 31, 2023
|
|
|
||
Re-measurement of carrying value to redemption value |
||||
Extension deposit |
||||
Redemption |
( |
) | ||
Class A common stock subject to possible redemption at June 30, 2023 |
$ |
Description
|
Level
|
June 30,
2023
|
December 31,
2022
|
|||||||||
Assets:
|
||||||||||||
Marketable securities held in the Trust Account
|
1
|
$
|
|
$
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
ITEM 1. |
LEGAL PROCEEDINGS.
|
ITEM 1A. |
RISK FACTORS.
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4. |
MINE SAFETY DISCLOSURES.
|
ITEM 5. |
OTHER INFORMATION.
|
ITEM 6. |
EXHIBITS.
|
No.
|
Description of Exhibit
|
2.1 |
Business Combination Agreement, dated as of August 1, 2023, by and among PROOF Acquisition Corp I, PACI Merger Corp, Inc., and Volato, Inc.
(incorporated by reference to Exhibit 2.1 to PROOF Acquisition Corp I’s Current Report on Form 8-K (File No. 001-41104) filed with the SEC on August 2, 2023).
|
Amended and Restated Certificate of Incorporation (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with
the SEC on December 6, 2021).
|
|
Amended and Restated Bylaws (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6,
2021).
|
|
Specimen Unit 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).
|
|
Specimen Class A common stock 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).
|
|
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 November 30, 2021 (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).
|
|
Private Placement Warrants Purchase Agreement, dated November 30, 2021, by and among the Company and PROOF Acquisition Sponsor I, LLC (Incorporated by reference to the corresponding
exhibit to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6, 2021).
|
|
Investment Management Trust Agreement, dated November 30, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (Incorporated by reference to
the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6, 2021).
|
|
Registration Rights Agreement, dated November 30, 2021, by and among the Company, PROOF Acquisition Sponsor I, LLC, and the other holders party thereto (Incorporated by reference to the
corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6, 2021).
|
|
Letter Agreement, dated November 30, 2021, by and among the Company, PROOF Acquisition Sponsor I, LLC and Officers and Directors of the Company (Incorporated by reference to the
corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6, 2021).
|
|
Administrative Services Agreement between PROOF Acquisition Sponsor I, LLC and the Company, dated November 30, 2021. (Incorporated by reference to the corresponding exhibit to the
Company’s Current Report on Form 8-K (File No. 001-41104), filed with the SEC on December 6, 2021).
|
|
10.6 |
Sponsor Support and Non-Redemption Agreement, dated as of August 1, 2023, by and among PROOF Acquisition Sponsor I, LLC, PROOF Acquisition Corp
I, and Volato, Inc. (incorporated by reference to Exhibit 10.1 to PROOF Acquisition Corp I’s Current Report on Form 8-K (File No. 001-41104) filed with the SEC on August 2, 2023).
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101.INS*
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
*
|
Filed herewith.
|
**
|
Furnished.
|
|
PROOF ACQUISITION CORP I
|
|||
|
|
|
||
|
August 14, 2023
|
By:
|
/s/ John C. Backus, Jr.
|
|
|
|
Name:
|
John C. Backus, Jr.
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
August 14, 2023
|
By:
|
/s/ Steven P. Mullins
|
|
|
|
Name:
|
Steven P. Mullins
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|