Volato, An Innovator In Private Aviation, To Become A Public Company Via Business Combination With PROOF Acquisition Corp I

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.