IPO - Volato Group, Inc.

Form Type: S-1/A

Filing Date: 2025-05-09

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225009417

Filing Summary: On May 9, 2025, Volato Group, Inc. filed an amendment to its registration statement on Form S-1, marking it as Amendment No. 1. The filing indicates that there are 4,067,553 shares of Class A common stock, par value $0.0001, being registered for resale by a selling stockholder. These shares are issuable upon conversion of two series of senior unsecured convertible promissory notes issued to the selling stockholder. The first tranche note, issued on December 4, 2024, has an original principal amount of $4,500,000 and was purchased at a discount, while the second tranche note is anticipated to be $1,500,000, subject to certain conditions. Details are provided regarding the pricing for the converted shares, constraints on offerings, details on the company’s structure after a merger, and insight into cost-saving measures through contracts with flyExclusive, Inc. Recent company revenues through aircraft ownership and innovative operational efficiencies are highlighted. The summary contains cautions regarding investment risks and diluted ownership implications for existing shareholders.

Form Type: S-1

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: New

Accession Number: 000164117225008916

Filing Summary: Volato Group, Inc., incorporated in Delaware, filed an S-1 registration statement on May 7, 2025, for the resale of 4,067,553 shares of Class A common stock by a selling stockholder. This move follows their transformation from Aerago, Inc. and a significant business combination with Volato, Inc. where Volato became a wholly owned subsidiary. The filing outlines their shift to an emerging growth company, aiming for innovative aviation solutions including an aircraft ownership program and proprietary software. The registration will facilitate the selling stockholder’s ability to sell shares without the company receiving proceeds from this offering. Notably, they have entered into a Securities Purchase Agreement (SPA) for additional convertible promissory notes totaling up to $36 million, with specifics on the conversion conditions and their impact on existing share ownership.