As filed with the Securities and Exchange Commission on October 20, 2023

Registration Statement No. 333-274082

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PROOF ACQUISITION CORP I

(Exact Name of Registrant as Specified in Its Charter)

Delaware			6770			86-2707040
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

11911 Freedom Drive, Suite 1080

Reston, VA 20190

(571) 310-4949

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

John C. Backus, Jr.

Chief Executive Officer

11911 Freedom Drive, Suite 1080

Reston, VA 20190

(571) 310-4949

(Name, address, including zip code, and telephone number, including area code, of agent for service)

			Copies to:
Scott D. Fisher Steptoe & Johnson LLP 1114 Avenue of the Americas New York, NY 10036 (212) 506-3900			Jennifer Liotta General Counsel Volato, Inc. 1954 Airport Road, Suite 124 Chamblee, GA 30341 (904) 539-7404			F. Reid Avett Damian C. Georgino Womble Bond Dickinson (US) LLP 2001 K Street, NW, Ste. 400 South Washington, DC 20016 (202) 857-4425

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED OCTOBER 20, 2023

PROXY STATEMENT OF

PROOF ACQUISITION CORP I

PROSPECTUS FOR UP TO

20,535,244 SHARES OF CLASS A COMMON STOCK

Dear Stockholders of PROOF Acquisition Corp I:

You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of PROOF Acquisition Corp I (“PACI,” “we,” “our,” “us” or the “Company”), which will be held at 10:00 a.m., Eastern Time, on November 21, 2023, via live webcast at the following address: https://www.cstproxy.com/proof-paci/sm2023. At the Special Meeting, PACI stockholders will be asked to consider and vote upon the following proposals:

•

The BCA Proposal - To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of August 1, 2023 (the “Business Combination Agreement”), among PACI, PACI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PACI (“Merger Sub”), and Volato, Inc., a Georgia corporation (“Volato”), pursuant to which Merger Sub will merge with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of PACI, including the other transactions contemplated by the Business Combination Agreement (such transaction, the “Business Combination” and such proposal, the “BCA Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

•

The Stock Issuance Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of up to 20,535,244 shares of Class A Common Stock of PACI, par value $0.0001 per share (“Class A Common Stock”), pursuant to the Business Combination Agreement (the “Stock Issuance Proposal”).

•

The Charter Amendment Proposals - To consider and vote upon a proposal (the “New Charter Proposal”) to approve and adopt an amended and restated certificate of incorporation of PACI (the “Proposed Charter”), which will amend, restate, and replace PACI’s Amended and Restated Certificate of Incorporation, dated November 29, 2021 (as amended, the “Current Charter”) upon the closing of the Business Combination (the “Closing”), and to separately approve and vote, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, as sub-proposals (such sub-proposals, collectively, the “Advisory Charter Proposals”): (i) a proposal to increase the authorized number of shares of Class A Common Stock from 70,000,000 to 80,000,000, (ii) a proposal to change the quorum required for meetings of the Board, (iii) a proposal to impose a non-citizen voting limitation, (iv) a proposal to require a supermajority vote for the removal of directors, and (v) a proposal to change the voting threshold to approve amendments to certain provisions of the Proposed Charter. We refer to the New Charter Proposal and the Advisory Charter Proposals collectively as the “Charter Amendment Proposals”. A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex B.

•

The Stock Incentive Plan Proposal - To consider and vote upon a proposal to approve the 2023 Stock Incentive Plan (the “2023 Plan”), a copy of which is attached to this proxy statement/prospectus as Annex C, including the authorization of the initial share reserve under the 2023 Plan (the “Stock Incentive Plan Proposal”).

•

The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the BCA Proposal, the Stock Issuance Proposal, the Charter Amendment Proposals, or the Incentive Plan Proposal (such proposal to approve the adjournment of the Special Meeting, the “Adjournment Proposal” and, together with the BCA Proposal, the Stock Issuance Proposal, the Charter Amendment Proposals, and the Incentive Plan Proposal, the “Proposals”).

Each of the Proposals is more fully described in this proxy statement/prospectus, which each PACI stockholder is encouraged to review carefully. Voting with respect to the Stock Issuance Proposal, the Charter Amendment Proposals, and the Stock Incentive Plan Proposal is conditioned on the approval of the BCA Proposal.

Our board of directors (“PACI Board”) formed a special committee (the “Special Committee”) to consider and negotiate the terms and conditions of the Business Combination Agreement and to recommend to the PACI Board whether to pursue the Business Combination and, if so, on what terms and conditions. During its assessment and recommendation of the Business Combination, the Special Committee was comprised of directors whom the Board believes are independent and do not have a material interest in the Business Combination that is in addition to or different from the interests of the Company’s stockholders generally.

After careful consideration, the PACI Board, based in part on the unanimous recommendation of the Special Committee, has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Proposals to be presented at the Special Meeting is in the best interests of PACI and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those Proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of PACI and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the Proposals. See the sections entitled “BCA Proposal - Interests of PACI’s Directors and Executive Officers in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

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Certain shares of Class A Common Stock of PACI and redeemable warrants are currently listed on NYSE under the symbols “PACI” and “PACI.WS,” respectively. In addition, certain of our shares of Class A Common Stock and warrants currently trade as units consisting of one share of Class A Common Stock and one-half of one redeemable warrant and are listed on NYSE under the symbol “PACI.U.” The units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security. In connection with the Closing, we intend to change our name from “PROOF Acquisition Corp I” to “Volato Group, Inc.” and we will apply to list the shares of Class A Common Stock of the post-combination company on NYSE, under the symbol “SOAR” following the Closing. As used herein, the term “Common Stock” refers to our Class A Common Stock and our Class B Common Stock.

Pursuant to our Current Charter, we are providing the holders of shares of Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO”, such shares of Class A Common Stock, the “Public Shares,” and such holders, the “public stockholders”) with the opportunity to redeem, upon the Closing, the Public Shares, as more fully described in the proxy statement/prospectus. Our Sponsor, officers, and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Public Shares they may hold. Currently, our Sponsor and the PROOF.vc SPV (defined below) collectively own approximately 49.4% of our outstanding Common Stock. Our Sponsor, the PROOF.vc SPV, and our officers and directors have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination.

PACI is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and any adjournments or postponements of the Special Meeting. Your vote is very important. Whether or not you plan to attend the Special Meeting virtually, please submit your proxy card without delay.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

Approval of the BCA Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock of PACI present and entitled to vote at the Special Meeting. Approval of each of the Stock Issuance Proposal and the Stock Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote thereon. Approval of the New Charter Proposal and each of the Advisory Charter Proposals, each of which is a non-binding advisory vote, require (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, voting together as a single class, (ii) the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock entitled to vote thereon, voting together as a single class, and (iii) the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock entitled to vote thereon, voting together as a single class. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote represented in person or proxy and entitled to vote thereon, regardless of whether or not a quorum is present.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker, or other nominee how to vote, and do not virtually attend the Special Meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have no effect on the BCA Proposal, the Stock Issuance Proposal, the Stock Incentive Plan Proposal or the Adjournment Proposal. If your shares are present, an abstention will have the same effect as a vote “AGAINST” the BCA Proposal, the Stock Issuance Proposal, the Stock Incentive Plan Proposal and the Adjournment Proposal. Failing to return your proxy card, returning your proxy card without a vote indicated, failing to instruct your bank, broker, or their nominee how to vote, abstaining, and not attending the Special Meeting and voting online will have the same effect as a vote “AGAINST” each of the Charter Amendment Proposals. If you are a stockholder of record and you virtually attend the Special Meeting and wish to vote, you may withdraw your proxy and vote online during the meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE PACI REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PACI’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Thank you for your consideration of these matters.

Sincerely,

John C. Backus, Jr.

Chief Executive Officer and Director

Whether or not you plan to attend the Special Meeting of PACI stockholders online, please submit your proxy by completing, signing, dating, and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting of PACI stockholders and vote online, you must obtain a proxy from your broker or bank.

Neither the Securities and Exchange Commission nor any state securities commission has passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated , 2023, and is first being mailed to PACI stockholders on or about , 2023.

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PROOF ACQUISITION CORP I

I11911 Freedom Drive, Suite 1080

Reston, VA 20190

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF PROOF ACQUISITION CORP I

To Be Held On November 21, 2023

To the Stockholders of PROOF Acquisition Corp I:

NOTICE IS HEREBY GIVEN that the special meeting (the “Special Meeting”) of stockholders of PROOF Acquisition Corp I (“PACI,” “we,” “our,” “us” or the “Company”) will be held at 10:00 a.m., Eastern Time, on November 21, 2023, via live webcast at the following address: https://www.cstproxy.com/proof-paci/sm2023. At the Special Meeting, PACI stockholders will be asked to consider and vote upon the following proposals:

•

The BCA Proposal - To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of August 1, 2023 (the “Business Combination Agreement”), among PACI, PACI Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of PACI (“Merger Sub”), and Volato, Inc., a Georgia corporation (“Volato”), pursuant to which Merger Sub will merge with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of PACI, including the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and such proposal, the “BCA Proposal”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

•

The Stock Issuance Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (“NYSE”), the issuance of up to 20,535,244 shares of Class A Common Stock of PACI, par value $0.0001 per share pursuant to the Business Combination Agreement (the “Stock Issuance Proposal”).

•

(i)	a proposal to increase the authorized number of shares of Class A Common Stock from 70,000,000 to 80,000,000,

(ii)	a proposal to change the quorum required for meetings of the Board,

(iii)

a proposal to impose a non-citizen voting limitation,

(iv)	a proposal to require a supermajority vote for the removal of directors, and

(v)	a proposal to change the voting threshold to approve amendments to certain provisions of the Proposed Charter.

We refer to the New Charter Proposal and the Advisory Charter Proposals collectively as the “Charter Amendment Proposals”. A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex B.

•

The Adjournment Proposal - To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the BCA Proposal, the Stock Issuance Proposal, the Charter Amendment Proposals, or the Stock Incentive Plan Proposal (the “Adjournment Proposal” and, together with the BCA Proposal, the Stock Issuance Proposal, the Charter Amendment Proposals, and the Stock Incentive Plan Proposal, the “Proposals”).

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The Special Meeting will be completely virtual. There will be no physical meeting location and the Special Meeting will only be conducted via live webcast at the following address: https://www.cstproxy.com/proof-paci/sm2023. To attend online and participate in the Special Meeting, stockholders of record will need to visit and enter the 12-digit control number provided on your proxy card, regardless of whether you pre-registered.

Only holders of record of Common Stock of PACI at the close of business on October 10, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements thereof. A complete list of PACI’s stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at PACI’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to our Current Charter, we are providing the holders of shares of Common Stock originally sold as part of the units issued in our initial public offering (the “IPO”, such shares of Common Stock, “Public Shares,” and such holders, the “public stockholders”) with the opportunity to redeem, upon the Closing, the Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to PACI to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (our “Sponsor” or “PASI”), and certain of our independent directors. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of October 10, 2023, of approximately $69.8 million, the estimated per share redemption price would have been approximately $10.84. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the BCA Proposal. Notwithstanding the foregoing redemption rights, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of Common Stock sold in the IPO. Holders of PACI’s outstanding warrants sold in the IPO, which are exercisable for shares of Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Common Stock they may hold.

Currently, our Sponsor and the PROOF.vc SPV collectively own approximately 49.40% of our outstanding Common Stock. Our Sponsor, officers, and directors have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination.

We may not consummate the Business Combination unless the BCA Proposal, the Stock Issuance Proposal, the New Charter Proposal, and the Stock Incentive Plan Proposal are approved at the Special Meeting. However, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. Each of the Proposals is more fully described in this proxy statement/prospectus, which each PACI stockholder is encouraged to review carefully. Voting with respect to the Stock Issuance Proposal, the Charter Amendment Proposals, and the Stock Incentive Plan Proposal is conditioned on the approval of the BCA Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Alliance Advisors, LLC, at (888) 511-2609.

, 2023

By Order of the Board of Directors

John C. Backus, Jr.

Chief Executive Officer and Director

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REFERENCES TO ADDITIONAL INFORMATION			ii
TRADEMARKS			ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			iii
QUESTIONS AND ANSWERS FOR PACI STOCKHOLDERS			v
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			16
COMPARATIVE PER SHARE DATA			25
MARKET PRICE AND DIVIDEND INFORMATION			27
RISK FACTORS			28
SPECIAL MEETING OF PACI STOCKHOLDERS			63
BCA PROPOSAL			68
STOCK ISSUANCE PROPOSAL			95
CHARTER AMENDMENT PROPOSALS			96
STOCK INCENTIVE PLAN PROPOSAL			98
ADJOURNMENT PROPOSAL			107
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			108
INFORMATION ABOUT PACI			117
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PACI			123
INFORMATION ABOUT VOLATO			129
VOLATO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			145
MANAGEMENT OF VOLATO GROUP FOLLOWING THE BUSINESS COMBINATION			161
VOLATO’S EXECUTIVE OFFICER AND DIRECTOR COMPENSATION			165
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			169
BENEFICIAL OWNERSHIP OF SECURITIES			175
COMPARISON OF STOCKHOLDERS’ RIGHTS			177
DESCRIPTION OF SECURITIES			185
APPRAISAL RIGHTS			192
INDEPENDENT REGISTERED ACCOUNTING FIRM			193
HOUSEHOLDING INFORMATION			194
TRANSFER AGENT AND REGISTRAR			195
SUBMISSION OF STOCKHOLDER PROPOSALS			196
FUTURE STOCKHOLDER PROPOSALS			197
EXPERTS			198
LEGAL MATTERS			199
WHERE YOU CAN FIND ADDITIONAL INFORMATION			200
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A			A-1
ANNEX B			B-1
ANNEX C			C-1
ANNEX D			D-1
INFORMATION NOT REQUIRED IN THE PROSPECTUS			II-1
EXHIBITS			II-2
SIGNATURES			II-6

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this document. This information is available for you to review through the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning PACI, without charge, by written request to Secretary at 11911 Freedom Drive, Suite 1080, Reston, or by telephone request at (571) 310-4949, or from the SEC through the SEC website at the address provided above.

In order for PACI’s shareholders to receive timely delivery of the documents in advance of the Special Meeting of PACI to be held on November 21, 2023, you must request the information no later than November 14, 2023, five business days prior to the date of the Special Meeting.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. PACI does not intend its use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this proxy statement/prospectus, regarding the proposed Business Combination, PACI’s ability to consummate the Business Combination, the benefits of the transaction, the post-combination company’s future financial performance following the Business Combination and the post-combination company’s strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, PACI disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this proxy statement/prospectus. PACI cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of PACI.

In addition, PACI cautions you that the forward-looking statements regarding PACI and the post-combination company, which are contained in this proxy statement/prospectus, are subject to the following risks and uncertainties:

•

the occurrence of any event, change, or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement and the other agreements related to the Business Combination (including catastrophic events, acts of terrorism, the outbreak of war, and a pandemic or other public health event), as well as management’s response to any of the foregoing;

•	the outcome of any legal proceedings that may be instituted following announcement of the Business Combination against PACI, Volato, Inc. (“Volato”) or its subsidiaries, their respective affiliates, or their respective directors and officers;

•	the inability to complete the Business Combination due to the failure to (i) obtain approval of the stockholders of PACI, or regulatory approvals or (ii) satisfy the other conditions to closing required by the Business Combination Agreement;

•	the risk that PACI may not be able to obtain the financing necessary to fully capitalize Volato from the date of consummation of the Business Combination through to profitability;

•	the risk that the proposed Business Combination disrupts current plans and operations of Volato, its subsidiaries, or PACI as a result of the announcement and consummation of the Business Combination;

•	PACI’s ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Volato to grow and manage growth profitably following the Business Combination;

•	risks relating to the uncertainty of the projected financial information with respect to Volato and its subsidiaries;

•	costs related to the Business Combination;

•	Volato’s success in retaining or recruiting, or changes required in, its officers, key employees, pilots, or directors following the Business Combination;

•	the possibility of third-party claims against PACI’s Trust Account;

•	the amount of redemption requests by PACI’s stockholders;

•	changes in applicable laws or regulations;

•	the ability of Volato to execute its business model; and

•	the possibility that PACI or the post-combination company may be adversely affected by other economic, business, or competitive factors.

iii

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Should one or more of the risks or uncertainties described in this proxy statement/prospectus materialize, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other risks and uncertainties that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors.”

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QUESTIONS AND ANSWERS FOR PACI STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting of stockholders of PACI, including the proposed Business Combination. The following questions and answers do not include all the information that is important to PACI’s stockholders. We urge our stockholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:	Why am I receiving this proxy statement/prospectus?

PACI stockholders are being asked to consider and vote upon, among other things, proposals to (a) approve and adopt the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of PACI, (b) approve such merger and the other transactions contemplated by the Business Combination Agreement, (c) approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of up to 20,535,244 shares of Class A Common Stock of the Company, (d) adopt the Proposed Charter, and (e) approve the adoption of the 2023 Plan.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes, even if you intend to attend the Special Meeting virtually.

Q:	What is being voted on at the Special Meeting?

A:	PACI stockholders will vote on the following proposals at the Special Meeting (“Proposals”).

•	The BCA Proposal - To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, including the transactions contemplated thereby.

•	The Stock Issuance Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE the issuance of up to 20,535,244 shares of Class A Common Stock.

•

The Charter Amendment Proposals - To consider and vote upon the New Charter Proposal to approve and adopt the Proposed Charter, which will amend, restate and replace PACI’s Current Charter, and to consider and vote upon the Advisory Charter Proposals, each on a non-binding advisory basis, including (i) a proposal to increase the authorized number of shares of Class A Common Stock, (ii) a proposal to change the quorum required for meetings of the Board, (iii) a proposal to impose a non-citizen voting limitation, (iv) a proposal to require a supermajority vote for the removal of directors, and (v) a proposal to change the voting threshold to approve amendments to certain provisions of the Proposed Charter.

•	The Stock Incentive Plan Proposal - To consider and vote upon a proposal to approve the 2023 Plan, including the authorization of the initial share reserve under the 2023 Plan.

•

Q:	Are the Proposals conditioned on one another?

We may not consummate the Business Combination unless the BCA Proposal, the Stock Issuance Proposal, the New Charter Proposal, and the Stock Incentive Plan Proposal are each approved at the Special Meeting. However, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals. The Stock Issuance Proposal, the Charter Amendment Proposals, and the Stock Incentive Plan Proposal are conditioned on the approval of the BCA Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

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Q:	What are the recommendations of the PACI Board?

After careful consideration, and based in part on the unanimous recommendation of the Special Committee, the PACI Board believes that the BCA Proposal and the other proposals to be presented at the Special Meeting are in the best interest of PACI’s stockholders and unanimously recommends that our stockholders vote “FOR” the BCA Proposal, “FOR” the Stock Issuance Proposal, “FOR” each of the Charter Amendment Proposals, “FOR” the Stock Incentive Plan Proposal, “and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

Q:	What will happen in the Business Combination?

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into Volato, with Volato surviving the merger. After giving effect to the merger, Volato will become a wholly-owned subsidiary of PACI. At the Closing, up to 18,186,242 shares of our Class A Common Stock will be issued to the Volato stockholders in the Business Combination in exchange for all outstanding shares of Volato Common Stock and Preferred Stock. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “BCA Proposal.”

Q:	How were the transaction structure and consideration for the Business Combination determined?

The Business Combination was the result of an extensive search for a potential transaction utilizing the network and investing and operating experience of PACI’s management team as well as the PACI Board and the Venture Capital Advisory Board (“Network VC Advisory Board”). The transaction structure for the Business Combination was determined through observing market practice, advice of counsel and tax advisors, and the discretion of the parties to the Business Combination. The consideration for the Business Combination was determined as a result of extensive negotiations between PACI and Volato. Please see the section entitled “BCA Proposal - Background to the Business Combination” for more information.

Q:	What conditions must be satisfied to complete the Business Combination?

There are several closing conditions in the Business Combination Agreement, including the approval by our stockholders of the BCA Proposal, the Stock Issuance Proposal, the New Amendment Proposal, and the Stock Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “BCA Proposal-The Business Combination Agreement-Conditions to Closing.”

Q:	How will we be managed and governed following the Business Combination?

Immediately after the Closing, the Board of Directors of Volato Group, Inc. (“Volato Group” and its Board of Directors, the “Volato Group Board”) will be composed of seven directors, six of whom are to be designated by Volato and one of whom will be designated by PACI. Such directors will be divided into three separate classes, which the Proposed Charter designates as follows:

•	Class I comprised of two individuals whose terms will expire at Volato Group’s first annual meeting of stockholders to be held after the completion of the Business Combination;

•	Class II comprised of two individuals (including the PACI designee) whose terms will expire at Volato Group’s second annual meeting of stockholders to be held after the completion of the Business Combination;

•	Class III comprised of three individuals whose terms will expire at Volato Group’s third annual meeting of stockholders to be held after the completion of the Business Combination.

It is anticipated that Joan Sullivan Garrett will be designated as the Chair of the Volato Group Board upon the Closing.

It is expected that the initial terms of all three classes of PACI’s directors will elapse prior to PACI’s next annual meeting for the election of directors without PACI having held an annual meeting in the interim. As a result, subject to the consummation of the Business Combination, PACI expects that all three classes of its directors will stand for election at its 2024 annual meeting, with its Class I directors standing for election to a new three-year term expiring at PACI’s 2027 annual meeting, its Class II directors standing for election to a one-year

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term expiring at PACI’s 2025 annual meeting and its Class III directors standing for election to a two-year term expiring at PACI’s 2026 annual meeting. At each subsequent annual meeting, one class of directors will stand for election to a new three-year term so long as the Board remains classified.

Please see the section entitled “Management of Volato Group Following the Business Combination.”

Q:	What equity stake will our current public stockholders and the holders of our Class B Common Stock and Class A Common Stock issued upon the conversion of Class B Common Stock (the “Founder Shares”) hold in Volato Group following the consummation of the Business Combination?

A:	We anticipate that, upon the Closing, the ownership of Volato Group will be as follows:

•	The shareholders of Volato will own 18,186,242 shares of Volato Group Class A Common Stock, which will constitute 57.7% of the outstanding Volato Group Common Stock (defined below); and

•	the public stockholders will own 6,443,098 shares of Volato Group Class A Common Stock, which will constitute 20.4% of the outstanding Volato Group Common Stock;

•

our Sponsor, one or more co-investment vehicles managed by the investment advisor of PROOF.vc (the “PROOF.vc SPV”) and certain funds and accounts managed by BlackRock, Inc. (collectively referred to herein as “BlackRock”) will collectively own 6,900,000 shares of Volato Group Common Stock which will constitute 21.9% of the outstanding Common Stock of the Volato Group, assuming no redemptions by public stockholders and excluding shares issued to the Sponsor and the PROOF.vc SPV in the Private Financing (defined below).

The Class A Common Stock of Volato Group (“Volato Group Common Stock”) will be valued at approximately $338.6 million, assuming no redemptions, based on the closing price of our Common Stock of $10.74 per share on October 10, 2023, the record date of the Special Meeting.

The number of shares and the interests set forth above assume (a) that no public stockholders elect to have their Public Shares redeemed, (b) that, except for the $12.05 million of Series A Preferred Stock of Volato issued to the Sponsor and the PROOF.vc SPV in the Private Financing, no further shares of Series A Preferred Stock of Volato will be issued, and (c) that there are no other issuances of equity interests of PACI or Volato, except in connection with the issuance of Volato Group Class A Common Stock upon exercise of the existing options held by Volato’s stockholders to purchase shares of the common stock of Volato granted under the current Volato Incentive Plan (the “Volato Options”).

Please see the sections entitled “Summary of the Proxy Statement/Prospectus - Ownership of Volato Group After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:	Why is PACI proposing the Stock Issuance Proposal?

PACI is proposing the Stock Issuance Proposal in order to comply with listing standards of the NYSE, which require stockholders’ approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Business Combination, we will issue to the Volato stockholders a combined 18,186,242 shares of Class A Common Stock which would constitute 20% or more of our outstanding voting power and outstanding Common Stock. As a result, we are required to obtain stockholder approval of such issuances pursuant to listing standards of the NYSE. See the section entitled “Stock Issuance Proposal” for additional information.

Q:	Did the PACI Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Yes. The Special Committee of the PACI Board has received a fairness opinion from LSH Partners Securities LLC (“LSH”), dated July 27, 2023. The PACI Board has not obtained, nor does it expect to obtain, an additional updated fairness opinion prior to the Closing. The operations and prospects of Volato and its subsidiaries, general market and economic conditions, and other factors that may be beyond the control of PACI and Volato, and on which the LSH’s opinion was based, may alter the value of PACI or Volato or the price of PACI’s securities by the time the Business Combination is completed. LSH’s opinion does not speak to any date other than the date

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of the opinion, and as such, LSH’s opinion does not address the fairness, from a financial point of view, to PACI of the Aggregate Merger Consideration (as defined in “BCA Proposal-Opinion of LSH, the Special Committee’s Financial Advisor”) at any date after the date of the opinion, including at the time the Business Combination is completed.

Q:	What are some of the positive and negative factors that the PACI Board considered when determining to enter into the Business Combination Agreement and its rationale for approving the Business Combination?

A:	The factors considered by the PACI Board include, but were not limited to, the following:

•

Meets the acquisition criteria that PACI had established to evaluate prospective business combination targets. The PACI Board determined that Volato satisfies a number of the criteria and guidelines that PACI established at its IPO, including compelling long-term growth prospects, attractive competitive dynamics, consolidation opportunities, and products or services with large total addressable markets. The key business characteristics that were focused on include the potential for disruptive technology or business model; attractive returns on invested capital; significant streams of recurring revenue; operational improvement opportunities; attractive steady-state margins, incremental margins, and attractive free cash flow characteristics.

•	Exposure to an attractive market. The PACI Board believes that the private aviation industry is a large and fast-growing market.

•

Market positioning. Volato operates in the private aviation market, which is growing annually and has significant opportunities to grow market share. It operates in the continental United States with limited international service to Canada, Mexico, and other locations in the Caribbean and Central America.

•

Recommendation of the Special Committee. The Special Committee’s unanimous recommendation that the PACI Board approve the Business Combination, and that the Special Committee had received the opinion issued by LSH that, as of the date of such opinion and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as set forth in the opinion, the Aggregate Merger Consideration to be issued by PACI in the Business Combination was fair, from a financial point of view, to PACI.

•

Other alternatives. The PACI Board’s belief that, after a thorough review of other business combination opportunities reasonably available to PACI, that the Business Combination represents the best potential business combination for PACI and the most attractive opportunity for PACI’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential business combination targets, and the PACI Board’s belief that such process has not presented a better alternative.

•	Negotiated transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions were the product of arm’s length negotiations between PACI and Volato.

•	Financial analysis conducted by PACI’s management team and valuation. The financial analysis conducted by PACI’s management team and reviewed by the PACI Board supported the equity valuation of Volato.

•

Value to Stockholders. The Business Combination implies approximately $190 million pre-transaction enterprise value which represents a sizeable discount to public trading market valuations of comparable companies across other private aviation companies. The set of comparable companies to Volato was selected based on the existing universe of publicly traded companies at the time of approval of the transaction.

In addition, the PACI Board determined that the Business Combination satisfies the investment criteria that the PACI Board identified in connection with the IPO. For more information, see the section entitled “BCA Proposal - Background to the Business Combination.”

In the course of its deliberations, the PACI Board also considered a variety of uncertainties, risks, and other potentially negative factors relevant to the Business Combination, including the following:

•	Benefits not achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

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•

Liquidation of PACI. The risks and costs to PACI if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in PACI being unable to effect a business combination prior to the expiration of the completion window, thus forcing a liquidation of PACI.

•

Non-Solicitation. The fact that the Business Combination Agreement includes a non-solicitation provision that prohibits PACI from soliciting other business combination proposals, which restricts PACI’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations. Such restrictions are subject to fiduciary duties held by PACI’s board of directors, officers and professional advisors under applicable law that may allow PACI to take certain action otherwise not permitted under the non-solicitation provision, as well as the right of PACI’s board of directors under the terms of the Business Combination Agreement to withdraw, amend, qualify, or modify its recommendation to PACI’s shareholders that they vote in favor of the Proposals.

•	Shareholder vote. The risk that Volato Stockholders may fail to provide the votes necessary to effect the Business Combination.

•	Future financial performance. The risk that the future financial performance of Volato may not meet the PACI Board’s expectations due to factors in Volato’s control, including management execution, or out of its control, including economic cycles or other macroeconomic factors.

•

Closing conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within PACI’s control, including approval by PACI’s shareholders and approval by the NYSE of the initial listing application in connection with the Business Combination.

•	Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•	Fees and expenses. The fees and expenses associated with completing the Business Combination.

•	Other risks. Various other risks associated with the Business Combination, the business of PACI and the business of Volato described under the section entitled “Risk Factors.”

In addition to considering the factors described above, the PACI Board also considered that certain officers and directors of PACI may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of PACI’s stockholders. PACI’s Special Committee reviewed and considered these interests and in evaluating and unanimously approving, as members of the PACI Board, the Business Combination Agreement and the Business Combination. For more information, see the section entitled “BCA Proposal - Interests of PACI’s Directors and Executive Officers in the Business Combination.”

In view of the variety of factors considered in connection with its evaluation of the Business Combination and the complexity of these matters, the Special Committee and the PACI Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, individual members of the Special Committee may have given differing weights to different factors. Overall, the PACI Board concluded that the potential benefits that it expects PACI and its stockholders to achieve as a result of the Business Combination outweigh the potentially negative factors associated with the Business Combination. Accordingly, the PACI Board, based on its consideration of, among other things, the specific factors listed above, unanimously (a) determined that the Business Combination and the other transactions contemplated by the Business Combination Agreement are fair to, and in the best interests of, PACI’s stockholders, (b) approved, adopted, and declared advisable the Business Combination Agreement and the transactions contemplated thereby, and (c) recommended that the stockholders of PACI approve each of the Proposals.

Q:	What happens if I sell my Public Shares before the Special Meeting?

The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with

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the provisions described in this proxy statement/prospectus. If you transfer your Public Shares prior to the record date, you will have no right to vote those shares at the Special Meeting or seek redemption of those shares.

Q:	How has the announcement of the Business Combination affected the trading price of PACI’s units, Common Stock and warrants?

On August 1, 2023, the last trading date before the public announcement of the Business Combination, PACI’s public units, Public Shares and public warrants closed at $10.64, $10.61 and $0.09, respectively. On , 2023, the trading date immediately prior to the date of this proxy statement/prospectus, PACI’s public units, Common Stock and public warrants closed at $ , $ and $ , respectively.

Q:	Following the Business Combination, will PACI’s securities continue to trade on a stock exchange?

A:	Yes. We will apply to list the shares of Class A Common Stock of Volato Group on the NYSE under the new symbol “SOAR” following the Closing.

Our units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as separate securities following the Business Combination.

Q:	What vote is required to approve the Proposals presented at the Special Meeting?

Approval of the BCA Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock of PACI present and entitled to vote at the Special Meeting. Approval of each of the Stock Issuance Proposal and the Stock Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote thereon. Approval of the New Charter Proposal and each of the Advisory Charter Proposals, each on a non-binding advisory basis, requires (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, voting together as a single class, (ii) the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock entitled to vote thereon, voting together as a single class, and (iii) the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock entitled to vote thereon, voting together as a single class. This separate vote on these Charter Amendment Proposals is not required by Delaware law but, pursuant to SEC guidance, we are required to submit the material provisions to the stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, stockholder votes on the Advisory Charter Proposals are advisory votes, and are not binding on PACI or the PACI Board. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock represented in person or by proxy and entitled to vote thereon, regardless of whether a quorum is present.

Q:	May PACI’s Sponsor, directors, officers, advisors, or any of their respective affiliates purchase Public Shares in connection with the Business Combination?

In connection with the stockholder vote to approve the proposed Business Combination, our Sponsor, directors, officers, advisors, and any of their respective affiliates may privately negotiate to purchase Public Shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. Our Sponsor, directors, officers, advisors, and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of the Public Shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that the selling public stockholder, although still the record holder of the Public Shares, is no longer the beneficial owner thereof and therefore agrees, not to exercise its redemption rights and could include a contractual provision that directs the stockholder to vote the Public Shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase Public Shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, the selling stockholders would be required to revoke their prior elections to redeem their shares.

As of the date of this proxy statement/prospectus, the Sponsor, directors, officers and advisors, and any of their affiliates, have not made any purchase of Public Shares and/or warrants from investors, or have agreed to any

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agreement or transaction with any investor to provide such investor with incentives to acquire the Public Shares or vote in favor of the BCA Proposal or Charter Amendment Proposals. If the Sponsor, directors, officers or advisors, or their affiliates, enter into any such arrangement:

•	any such purchase of securities would be made at a price no higher than the redemption price;

•	shares acquired in such transactions (i) would not be voted in favor of approving the Business Combination and (ii) holders of such shares would waive their right to redemption rights with respect to such shares; and

•	PACI will disclose in a Current Report on Form 8-K prior to the Special Meeting the following information:

○	the amount of securities purchased in such transaction(s), along with the purchase price;

○	the purpose of such purchases;

○	the impact, if any, of the purchases on the likelihood that the Business Combination will be approved;

○	the identities of stockholders who sold such shares (if not purchased on the open market) or the nature of stockholders (e.g. 5% stockholders) who sold such shares; and

○	the number of securities for which PACI has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood that the Proposals presented for approval at the Special Meeting are approved. Any such purchase of Public Shares and other transactions may thereby increase the likelihood of obtaining the necessary approval of the PACI stockholders. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sponsors for nominal value. Entering into any such arrangements may have a depressive effect on the Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting. If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Proposals to be presented at the Special Meeting and would likely increase the chances that such Proposals would be approved. As of the date of this proxy statement/prospectus, no agreements to such effect have been entered into with any such investor or holder.

Q:	How many votes do I have at the Special Meeting?

Our stockholders are entitled to one vote at the Special Meeting for each share of Common Stock held of record as of October 10, 2023, the record date for the Special Meeting. As of the close of business on the record date, there were 13,343,098 outstanding shares of Common Stock, which are held by our public stockholders, our Sponsor, the PROOF.vc SPV, and Blackrock.

Q:	What constitutes a quorum at the Special Meeting?

Holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting, virtually present or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting, 6,671,550 shares of Common Stock would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.

Q:	How will PACI’s Sponsor, the PROOF.vc SPV, and the directors and officers of PACI vote?

Our Sponsor, the PROOF.vc SPV, and our directors and officers have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination. Currently, our Sponsor and the PROOF.vc SPV own 6,591,800 Founder Shares, or approximately 49.40% of our issued and outstanding shares of Common Stock. Other than their membership interest in our Sponsor, our directors and officers do not own any of Common Stock.

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Q:	What interests do PACI’s officers and directors have in the Business Combination?

In considering the recommendation of the PACI Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•	the fact that our Sponsor may convert any working capital loans that it may make to us into up to an additional 1,500,000 warrants at the price of $1.00 per warrant;

•	the fact that our Sponsor, the PROOF.vc SPV, and our officers and directors have agreed not to redeem any Public Shares held by them in connection with a stockholder vote to approve the Business Combination;

•

the fact that our Sponsor paid $25,000 for the Founder Shares and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $67.2 million, based on the closing price of our Class A Common Stock of $10.74 per share on October 10, 2023, the record date for the Special Meeting, resulting in a theoretical gain of $67.2 million;

•	the fact that certain of PACI’s officers and directors collectively own, directly or indirectly, a material interest in our Sponsor and may also be limited partners of the PROOF.vc SPV which has an investment in our Sponsor;

•	the anticipated appointment of Katy Arris-Wilson to the Volato Group Board in connection with the closing of the Business Combination;

•	the fact that the members of our Sponsor and the PROOF.vc SPV will benefit from the completion of a Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

•	the fact that the members of our Sponsor and the PROOF.vc SPV can earn a positive rate of return on their investment, even if other PACI stockholders experience a negative rate of return in the post-business combination company;

•	the fact that our officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

•	the fact that our Sponsor, officers, and directors will lose their entire investment in us if an initial Business Combination is not completed; and

•

the fact that our Sponsor and the PROOF.vc SPV have entered into a Series A Preferred Stock Purchase Agreement (defined below) with Volato with regard to the Private Financing and will continue to own Series A Preferred Stock in Volato even if the Business Combination with Volato is not consummated.

The above discussion of the material factors considered by the PACI Board is not intended to be exhaustive but does set forth the principal factors considered by the PACI Board. Our directors and the members of the Special Committee were aware of and considered these interests, among other matters, in evaluating the Business Combination.

Q:	What happens if I vote against the BCA Proposal?

Under our Current Charter, if the BCA Proposal is not approved and we do not otherwise consummate an alternative business combination by November 3, 2023 (or December 3, if extended pursuant to the terms of the Current Charter) or such later liquidation date as may be approved by our stockholders, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in the Trust Account to our public stockholders.

Q:	Do I have redemption rights?

A:	If you are a holder of Public Shares, you may elect to have your Public Shares redeemed for cash at the applicable redemption price per share. See “Special Meeting of PACI Stockholders - Redemption Rights.”

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Q:	Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your Public Shares for or against or abstain from voting on the BCA Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders.

Q:	How do I exercise my redemption rights?

In order to exercise your redemption rights, you must elect either (a) to physically tender or deliver your shares (and share certificates (if any) and other redemption forms) to our transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561, Attn: SPAC Redemption, E-mail: spacredemptions@continentalstock.com, by November 17, 2023 or at least two business days prior to the Special Meeting (the “Redemption Deadline”) or (b) to deliver your shares to the transfer agent electronically using DTC’s DWAC System by the Redemption Deadline, which election would likely be determined based on the manner in which you hold your shares. See “Special Meeting of PACI Stockholders - Redemption Rights.”

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you deliver your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares. You may make the request by contacting our transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

Q:	What are the material U.S. federal income tax consequences to the PACI stockholders as a result of the Business Combination?

PACI stockholders will retain their shares of Common Stock, will not receive any merger consideration, and will not receive any additional shares of Common Stock in the Business Combination. As a result, there will be no material U.S. federal income tax consequences to the current PACI stockholders as a result of the Business Combination, regardless of whether the Business Combination qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Furthermore, although the Business Combination is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and PACI and Volato intend to report the Business Combination consistent with that qualification, the treatment is not a condition to PACI or Volato’s obligation to complete the Business Combination.

Q:	What are the material U.S. federal income tax consequences of the Business Combination to Volato Stockholders?

The parties to the Business Combination Agreement intend for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. Provided that the Business Combination qualifies as a reorganization, no gain or loss generally will be recognized by a U.S. Holder (as defined below) of Volato capital stock for U.S. federal income tax purposes on the exchange of its shares of Volato capital stock for Class A Common Stock of the Company in the Business Combination. For a more complete discussion of the material U.S. federal income tax consequences of the Business Combination, please carefully review the information set forth in the section titled “Material U.S. Federal Income Tax Considerations - Tax Treatment of Business Combination” of this proxy statement/prospectus. The tax consequences of the Business Combination to any particular Volato Stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, Volato Stockholders are urged to consult with, and rely solely upon, their own tax advisors as to the specific tax consequences of the Business Combination, including the effects of U.S. federal, state or local, or non-U.S. tax laws.

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

The receipt of cash by a public stock whose Public Shares are redeemed will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below) and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined below). Please see the discussion below under

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the caption “Material U.S. Federal Income Tax Considerations - Tax Treatment of Redemption Election” for additional information. All holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Q:	Do PACI stockholders have appraisal rights if I object to the proposed Business Combination?

A:	No. There are no appraisal rights available to holders of our Common Stock in connection with the Business Combination.

Q:	What happens to the funds deposited in the Trust Account after consummation of the Business combination?

If the BCA Proposal is approved and the Business Combination is consummated, we intend to use a portion of the funds held in the Trust Account to pay (a) a portion of our aggregate costs, fees, and expenses in connection with the consummation of the Business Combination, (b) tax obligations, and (c) for any redemptions of Public Shares. The remaining balance in the Trust Account, together with the proceeds from any private financing, will be used for general corporate purposes of Volato Group. See the section entitled “BCA Proposal” for additional information.

Q:	What happens if the Business Combination is not consummated or is terminated?

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “BCA Proposal - The Business Combination Agreement-Termination” for additional information regarding the parties’ specific termination rights. In accordance with our Current Charter, if an initial Business Combination is not consummated by November 3, 2023 (or by December 3, 2023, if we extend the period of time to consummate a Business Combination in full), we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares for cash for a redemption price per share equal to the aggregate amount then held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of then-outstanding Public Shares, which redemption will completely extinguish such stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and subject to the requirements of the General Corporation Law of the State of Delaware (“DGCL”), including the adoption of a resolution by the PACI Board pursuant to Section 275(a) of the DGCL finding the dissolution of PACI advisable and the provision of such notices are as required by Section 275(a) of the DGCL, dissolve and liquidate, subject (in the cases of clause (a) and (b)) to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

We expect that any redemption amount our public stockholders will be entitled to receive before our dissolution pursuant to the foregoing provisions of our Current Charter will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject to applicable law. Holders of our Founder Shares are not entitled to redeem the Founder Shares for funds held in the Trust Account.

In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, in event of a liquidation, all outstanding warrants will expire worthless.

Q:	When is the Business Combination expected to be consummated?

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting of our stockholders to be held on November 21, 2023, provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the section entitled “BCA Proposal - The Business Combination Agreement- Conditions to Closing.”

Q:	What do I need to do now?

A:	You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and

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to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank or, nominee. You should vote your proxy even if you intend to vote at the Special Meeting.

Q:	How do I vote?

If you were a holder of record of Common Stock on October 10, 2023, the record date for the Special Meeting of our stockholders, you may vote with respect to the Proposals online at the Special Meeting or by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the Special Meeting and vote online, obtain a proxy from your broker, bank, or nominee.

Q:	What will happen if I abstain from voting or fail to vote at the Special Meeting?

At the Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote “AGAINST” the BCA Proposal, the Stock Issuance Proposal, each of the Charter Amendment Proposals, the Stock Incentive Plan Proposal, and the Adjournment Proposal. However, if you do not submit a proxy or voting instruction, do not attend the Special Meeting virtually or by proxy and your shares are not otherwise voted at the Special Meeting, your failure to do so will have the same effect as a vote “AGAINST” each of the Charter Amendment Proposals but have no effect on the outcome of the other Proposals.

Q:	What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:	Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Proposal being submitted to a vote of the stockholders at the Special Meeting.

Q:	If I am not going to attend the Special Meeting online, should I submit my proxy card instead?

A:	Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

Q:	If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the Proposals presented to our stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:	May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to us at the address listed below so that it is received by us prior to the Special Meeting or by attending the Special Meeting online and voting there. You also may revoke your proxy by sending a notice of revocation to us, which must be received prior to the Special Meeting.

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Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Michael Zarlenga

c/o PROOF Acquisition Corp I

11911 Freedom Drive, Suite 1080

Reston, VA 20190

Email: michael@proof.vc

Tel: (571) 310-4949

You may also contact our proxy solicitor at:

Alliance Advisors, LLC

200 Broadacres Drive,

Bloomfield, New Jersey 07003

Email: PACI@allianceadvisors.com

Toll-free: (888) 511-2609

To obtain timely delivery, our stockholders must request the materials no later than five (5) business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attention: SPAC Redemptions

Email: spacredemptions@continentalstock.com

Q:	Who will solicit and pay the cost of soliciting proxies?

The PACI Board is soliciting your proxy to vote your shares of Common Stock on all matters scheduled to come before the Special Meeting. We will pay the cost of soliciting proxies for the Special Meeting. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay a fee of $15,000, plus disbursements. We will reimburse for reasonable out-of-pocket expenses and will indemnify and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Common Stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

PROOF Acquisition Corp I

We are a Delaware corporation structured as a blank check company formed for the purpose of effecting a Business Combination.

Our units, each consisting of one Public Shares and one-half of one redeemable public warrant, are traded on the NYSE under the ticker symbols “PACI.U,” “PACI,” and “PACI.WS,” respectively. We will apply to list our Class A Common Stock on NYSE under the new symbol “SOAR” following the Closing. The units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

The mailing address of our principal executive office is 11911 Freedom Drive, Suite 1080, Reston, VA 20190, and our telephone number is (571) 310-4949.

Volato, Inc.

Volato is a Georgia corporation incorporated on January 7, 2021. Volato’s direct and indirect subsidiaries include Gulf Coast Aviation, Inc. (“Gulf Coast Aviation”), a Texas corporation, G C Aviation, Inc. doing business as Volato (“G C Aviation”), a Texas corporation and Gulf Coast’s Part 135 air carrier subsidiary (“G C Aviation”) and Fly Vaunt, LLC, a Georgia limited liability company. Volato also holds non-controlling membership interests in a number of special purpose Georgia limited liability companies (each a “Plane Co”). Each Plane Co holds title to a HondaJet that is exclusively leased to Volato’s air carrier subsidiary for use in the Volato charter fleet.

Volato’s principal executive offices are located at 1954 Airport Road, Suite 124, Chamblee, GA 30341. Its phone number is 844-399-8998, and its internet address is www.flyvolato.com. The information on, or that can be accessed through Volato’s website is not part of this proxy statement/prospectus. The website address is included as an inactive textual reference only.

PACI Merger Sub, Inc.

PACI Merger Sub, Inc., a Delaware corporation (“Merger Sub”), is a wholly-owned subsidiary of PACI formed for the sole purpose of consummating the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into Volato, with Volato being the surviving corporation.

The Business Combination

The Business Combination Agreement

On August 1, 2023, PACI and Merger Sub entered into the Business Combination Agreement with Volato. Pursuant to the terms of the Business Combination Agreement, a Business Combination between PACI and Volato will be effected through the merger of Merger Sub with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of PACI. In connection with the Business Combination, PACI will change its name to “Volato Group, Inc.” The PACI Board has unanimously (i) approved and declared advisable the Business Combination Agreement and the Business Combination and (ii) resolved to recommend the approval and adoption of the Business Combination Agreement and the Business Combination by the stockholders of PACI. All capitalized terms used below that are not defined in this proxy statement/prospectus have the meanings provided thereto in the Business Combination Agreement.

The Merger Consideration

As consideration for the Merger, Volato shareholders collectively will be entitled to receive, in the aggregate, a number of shares of Class A Common Stock with an aggregate value equal to (x) $190,000,000, plus (y) the sum of the aggregate exercise prices of all vested Volato Options (as defined below) as of immediately prior to the

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effective time of the Business Combination (the “Effective Time”), plus (z) the aggregate amount of any Volato private equity financing of up to $60,000,000 (collectively, the “Private Financing”), if and to the extent consummated prior to closing under the Business Combination Agreement (the “Closing”) in accordance with the terms of the Business Combination Agreement. In connection with the Private Financing, on July 21, 2023, Volato entered into a Series A Preferred Stock Purchase Agreement by and among (i) Volato, (ii) the PROOF.vc SPV, (iii) the Sponsor, and (iv) the holders of then-outstanding Series CN-001 and Series CN-0002 convertible promissory notes (the “Convertible Notes”), whereby Volato issued $10,000,000 of Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) at a price of $10 per share to the PROOF.vc SPV and the Sponsor. On September 1, 2023, the PROOF.vc SPV purchased an additional 205,000 shares of Series A-1 Preferred Stock at a purchase price of $10 per share on the same terms as the issuance of the $10,000,000 of Series A-1 Preferred Stock.

Treatment of Securities

Common Stock of Volato. At the Effective Time, by virtue of the Business Combination and without any action on the part of any Volato stockholder, subject to and in consideration of the terms and conditions set forth in the Business Combination Agreement, each share of Volato common stock (“Volato Common Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Company Capital Stock) shall be, with respect to each shareholder, cancelled and converted into the right to receive the number of shares of Class A Common Stock equal to (i) the number of shares of Volato Common Stock (other than Dissenting Shares and Excluded Company Capital Stock) held by such shareholder as of immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with the product rounded up to the nearest whole share. All shares of Volato Common Stock converted into such consideration shall thereafter no longer be outstanding and shall cease to exist, and each holder of Volato Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration into which such shares of Volato Common Stock shall have been converted into in the Business Combination.

Preferred Stock of Volato. At the Effective Time and without any action on the part of any Volato stockholder, subject to and in consideration of the terms and conditions set forth in the Business Combination Agreement, the shares of Volato preferred stock (“Volato Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Company Capital Stock) (on an as-converted to Volato Common Stock basis) shall be, with respect to each shareholder, cancelled and converted into the right to receive the number of shares of Class A Common Stock equal to (i) the number of shares of Volato Preferred Stock (other than Dissenting Shares and Excluded Company Capital Stock) held by such shareholder as of immediately prior to the Effective Time (on an as-converted to Volato Common Stock basis) multiplied by (ii) the Exchange Ratio, with the product rounded up to the nearest whole share. All shares of Volato Preferred Stock converted into such consideration shall thereafter no longer be outstanding and shall cease to exist, and each holder of Volato Preferred Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration into which such shares of Volato Preferred Stock shall have been converted into in the Business Combination.

Common Stock of Merger Sub. At the Effective Time, by virtue of the Business Combination and without any action on the part of any holder thereof, all of the shares of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall be converted into and exchanged for, collectively, all of the share capital of the Surviving Corporation (as defined in the Business Combination Agreement) and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time.

Treasury Shares. At the Effective Time, by virtue of the Business Combination and without any action on the part of any holder thereof, each share of Volato Preferred Stock and Volato Common Stock held in the treasury of Volato immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect thereto.

Stock Options. As of the Effective Time, each then-outstanding unexercised option (whether vested or unvested) to purchase shares of Volato Common Stock granted under any Volato stock plan (a “Volato Option”) shall be assumed by Volato Group and shall be converted into a stock option (a “Volato Group Option”) to acquire shares of Class A Common Stock of Volato Group, par value $0.0001 per share, in accordance with the Business Combination Agreement. Each such Volato Option as so assumed and converted shall be exercisable upon payment of the applicable exercise price for a pro rata share of the Aggregate Merger Consideration based on the number of shares of Volato Common Stock subject to the corresponding Volato Option immediately prior to the Effective Time.

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Following the Effective Time, each Volato Group Option shall be subject to the 2021 Plan (described below) and to the same terms and conditions, including, without limitation, vesting conditions, as had applied to the corresponding Volato Option as of immediately prior to the Effective Time, except for such terms rendered inoperative by reason of the Business Combination, subject to such adjustments as reasonably determined by the Board to be necessary or appropriate to give effect to the conversion or the Business Combination.

Dissenting Shares. Dissenting Shares shall not be converted into the right to receive a portion of the Aggregate Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by the Georgia Business Corporation Code (the “GBCC”). At the Effective Time, all Dissenting Shares shall be cancelled, extinguished, and cease to exist and the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the GBCC. If any such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s right to appraisal under the GBCC or other applicable law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive a portion of the Aggregate Merger Consideration upon the terms and conditions set forth in the Business Combination Agreement.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, good standing and qualification, (b) subsidiaries, (c) authorization to enter into the Business Combination Agreement and to consummate the Business Combination and the other transactions contemplated by the Business Combination Agreement (with the Business Combination, the “Transactions), (d) non-conflict with governing documents, laws and governmental orders, and certain contracts, (e) governmental consent, (f) capitalization, (g) financial statements, (h) undisclosed liabilities, (i) litigation, (j) compliance with laws, (k) intellectual property, (l) material contracts, (m) benefit plans, (n) labor matters, (o) taxes, (p) brokers’ fees, (q) insurance, (r) real property and assets, (s) environmental matters, (t) absence of changes, (u) affiliate agreements, (v) internal controls, (w) permits, (x) registration statement, (y) related party transactions, (z) sanctions and international trade, (aa) top customers, (ab) no additional representations and warranties, (ac) trust account, (ad) SEC filings and, (ae) business activities and absence of changes, (af) absence of outside reliance, (ag) New York Stock Exchange (“NYSE”) market listing compliance, (ah) title to property, and (ai) the Investment Company Act of 1940. In addition, the Business Combination Agreement includes representations and warranties by Volato relating to its compliance with applicable aviation laws.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy conditions to the consummation of the Business Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for PACI and Volato to use commercially reasonable efforts to cause the registration statement to be filed by PACI to register the shares of Class A Common Stock of Volato Group to be issued in the Transactions (the “Registration Statement”) and the related proxy statement/prospectus to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Business Combination. PACI and Volato have also agreed to obtain all requisite approvals of their respective stockholders including, in the case of PACI, (a) approval of the Business Combination, (b) approval of Volato Group’s amended and restated certificate of incorporation, (c) approval of the issuance of Class A Common Stock of Volato Group in connection with the Transactions, to the extent required under NYSE listing rules, (d) adoption of the 2023 Plan, and (e) approval of any other proposals reasonably necessary to consummate the Transactions. Additionally, PACI has agreed to include in the proxy statement/prospectus the recommendation of its Board that stockholders approve the Business Combination and related proposals to be presented at the Special Meeting to be held for that purpose.

2023 Plan

PACI has agreed to adopt, subject to stockholder approval, the 2023 Plan to be effective as of the Closing and in a form mutually acceptable to PACI and Volato. The 2023 Plan shall provide for the reservation of an aggregate number of shares of Class A Common Stock of Volato Group equal to 20% of the issued and outstanding shares of Class A Common Stock of Volato Group immediately after the Closing, for issuance pursuant to the 2023 Plan, subject to annual increases as provided in the 2023 Plan.

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2021 Plan

PACI has agreed to adopt the 2021 Plan to be effective as of the Closing and in a form mutually acceptable to PACI and Volato. The 2021 Plan shall provide for the reservation of an aggregate number of shares of Class A Common Stock of Volato Group equal to the number of shares issuable upon exercise of the Volato Options, for issuance pursuant to the 2021 Plan, subject to adjustment as provided in the 2021 Plan.

PACI Available Cash

PACI agreed to use its reasonable best efforts to invest prior to the Closing, or have available in its trust account at the Closing, $35,000,000 net of expenses as more fully described in the Business Combination Agreement.

Non-Solicitation Restrictions

Each of PACI, Merger Sub and Volato has agreed that from the date of the Business Combination Agreement to the Effective Time or, if earlier, the valid termination of the Business Combination Agreement in accordance with its terms, it shall not, and shall use its reasonable best efforts to cause its Representatives (as defined in the Business Combination Agreement) not to, (a) make any proposal or offer that constitutes a BCA Proposal (as defined in the Business Combination Agreement), (b) initiate, solicit, or engage in any negotiations with any Person with respect to, or provide any non-public information or data concerning PACI or the Company to any Person relating to, a BCA Proposal or afford to any Person access to the business, properties, assets, or personnel of PACI or the Company in connection with a BCA Proposal, (c) enter into any acquisition agreement, business combination, merger agreement, or similar definitive agreement, or any letter of intent, memorandum of understanding, or agreement in principle, or any other agreement, relating to a BCA Proposal, (d) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make a BCA Proposal, (e) approve, endorse, or recommend, or propose to approve, endorse, or recommend, a BCA Proposal, or (f) agree or otherwise commit to enter into or engage in any of the foregoing, in each case, other than with the Group Companies or any of their Representatives, in each of the foregoing cases subject to relevant fiduciary duties of the respective parties. Each Party has also agreed that it shall and shall use commercially reasonable efforts to cause its Representatives to, (i) immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to a BCA Proposal (other than any Party or any of its Representatives), and (ii) promptly, and in any event within two Business Days of receipt, notify the other Parties if it receives any proposal, offer or submission with respect to a BCA Proposal after the date of the Business Combination Agreement. Such restrictions and obligations are subject to fiduciary duties held by PACI’s, Merger Sub’s and Volato’s respective boards of directors under applicable law that may allow such party to take certain action otherwise not permitted under the non-solicitation restrictions. In addition, notwithstanding any non-solicitation restrictions, PACI’s board of directors has the right, under the terms of the Business Combination Agreement, to withdraw, amend, qualify, or modify its recommendation to PACI’s shareholders that they vote in favor of the Transactions.

Conditions to Closing

The consummation of the Business Combination is conditioned upon, among other things, (i) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions, (ii) the amendment and restatement of the Volato Group organizational documents and the completion of the Registration Statement, (iii) receipt of PACI stockholder approval and certain Volato stockholder approvals, and (iv) the approval for listing of Class A Common Stock of Volato Group on the NYSE or other national exchange subject only to official notice of issuance thereof. In addition, solely with respect to PACI, (A) each of the representations and warranties of Volato being true and correct to applicable standards and each of the covenants of Volato having been performed or complied with in all material respects, (B) there has not occurred a Company Material Adverse Effect (as defined in the Business Combination Agreement) that is continuing as of the Effective Time, (C) holders of not more than 5% of the outstanding shares of Volato Capital Stock (calculated on an as-converted basis) shall have dissented or preserved their rights to seek appraisal of any of their shares of Volato Capital Stock, and (D) the execution and delivery of certain ancillary agreements. Finally, solely with respect to Volato, (A) each of the representations and warranties of PACI and Merger Sub being true and correct to applicable standards and each of the covenants of PACI and Merger Sub having been performed or complied with in all material respects (including, without limitation, adoption by PACI of the 2021 Plan and the 2023 Plan), (B) there has not occurred a PACI Material Adverse Effect (as defined in the Business Combination Agreement) that is continuing as of the Effective Time, (C) all of the

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directors and officers of PACI (other than any director identified as continuing directors of PACI after the Business Combination effective time) shall have resigned or otherwise been removed effective as of the Business Combination, and (D) the execution and delivery of certain ancillary agreements.

Termination

The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned:

(i).	by mutual written consent of PACI and Volato;

(ii).

prior to the Closing, by written notice by either PACI or Volato if the other party has breached its representations, warranties, covenants, or agreements in the Business Combination Agreement such that the conditions to Closing cannot be satisfied and such breach cannot be cured within certain specified time periods; provided that the terminating party is not then in material breach of its representation, warranties, covenants, or agreements under the Business Combination Agreement;

(iii).

prior to the Closing, by written notice by either PACI or Volato if the Transactions are not consummated on or before December 1, 2023;

(iv).

prior to the Closing, by written notice by either PACI or Volato if the consummation of the Business Combination is permanently enjoined or prohibited by the terms of a final, non-appealable, governmental order or a statue, rule, or regulation;

(v).	by either PACI or Volato if PACI stockholders do not approve the Business Combination Agreement at the Special Meeting; or

(vi).

by PACI if there has been a Change in Recommendation (as defined the Business Combination Agreement).

The Business Combination Agreement and other agreements described below have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about PACI, Volato, or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about PACI, Volato, or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that PACI makes publicly available in reports, statements, and other documents filed with the SEC. PACI and Volato investors and stockholders are not third-party beneficiaries under the Business Combination Agreement.

Certain Related Agreements

Sponsor Support Agreement. In connection with the execution of the Business Combination Agreement, Sponsor entered into a support agreement with Volato and PACI (the “Sponsor Support Agreement”) pursuant to which Sponsor has agreed to vote all Founder Shares (as therein defined) beneficially owned by it in favor of the Business Combination. Further, pursuant to the Sponsor Support Agreement, Sponsor agrees to use up to 50% of the Founder Shares and warrants issued to the Sponsor concurrently with the IPO to satisfy its obligations with respect to PACI Available Cash described above.

Amended and Restated Registration and Stockholder Rights Agreement. In connection with the Transactions, PACI, the Sponsor, and certain stockholders of each of PACI and Volato who will receive Class A Common Stock of Volato Group pursuant to the Business Combination Agreement will enter into an amended and restated registration and stockholder rights agreement (“Registration Rights Agreement”), to become effective upon the Closing.

Lock-up Agreement and Arrangements. Prior to the consummation of the Transactions, certain Volato stockholders, including certain existing stockholders of Volato holding greater than 250,000 shares of its share capital as well as the officers and directors of PACI and Volato, will enter into a lock-up agreement (the “Stockholder Lock-up Agreement”) with PACI. Under the terms of the Stockholder Lock-up Agreement, such stockholders, will each agree, subject to certain customary exceptions, that during the period that is the earlier of (i) the date that is

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180 days following the Effective Time, and (ii) the date specified in a written waiver of the provisions of the Stockholder Lock-up Agreement duly executed by Sponsor and PACI, not to offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, any Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares (whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash, or otherwise), publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge, or other arrangement, or engage in any “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps, and similar arrangements (including on a total return basis), or sales or other transactions through non-US broker dealers or foreign regulated brokers. As used herein, “Lock-up Shares” means, in the case of Volato stockholders, those shares of Class A Common Stock of Volato Group received by such Volato stockholder as merger consideration in the Transactions and beneficially owned by such Volato stockholder as specified on the signature block of the Stockholder Lock-up Agreement.

The foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Business Combination Agreement, Sponsor Support Agreement, Registration Rights Agreement, Volato Stockholder Lock-up Agreement and the terms of which are incorporated by reference herein.

Interests of Certain Persons in the Business Combination

Immediately after the IPO, the Sponsor held 6,440,000 shares of Class B Common Stock and 14,076,000 Private Placement Warrants. The Sponsor received these equity interests in PACI for an aggregate purchase price of $14,101,000. Of this $14,101,000, officers and directors of PACI and the Sponsor contributed to the Sponsor an aggregate amount of $943,333 in exchange for membership interests in the Sponsor. The officers and directors of PACI have no direct investments in PACI and no one director or officer invested a material amount of their assets in the Sponsor. However, if the Business Combination is not consummated and PACI wound down and liquidated, the membership interests in the Sponsor owned by officers and directors as they relate to PACI Founder Shares and Private Placement Warrants would be worthless.

In connection with the Private Financing being conducted by Volato, the Sponsor purchased an additional 704,050 shares of Volato preferred stock at the purchase price of $10.00 per share. Officers and directors of PACI and the Sponsor purchased additional membership interests in the Sponsor totaling $110,000. If the Business Combination is not consummated, the Sponsor will hold as an asset the preferred stock of Volato purchased in the Private Financing and the officers and directors that purchased additional Sponsor membership interests will suffer no immediate loss as Volato will continue as a going concern.

Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•	the fact that our Sponsor may convert any working capital loans that it may make to us into up to an additional 1,500,000 warrants at the price of $1.00 per warrant;

•	the fact that our Sponsor, the PROOF.vc SPV, and our officers and directors have agreed not to redeem any Public Shares held by them in connection with a stockholder vote to approve the Business Combination;

•

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•	the fact that certain of PACI’s officers and directors collectively own, directly or indirectly, a material interest in our Sponsor and may also be limited partners of the PROOF.vc SPV, which has an investment in our Sponsor;

•	the anticipated appointment of Katy Arris-Wilson as a director on the Volato Group Board in connection with the closing of the Business Combination;

•	the fact that the members of our Sponsor and the PROOF.vc SPV will benefit from the completion of a Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

•	the fact that the members of our Sponsor and the PROOF.vc SPV can earn a positive rate of return on their investment, even if other PACI stockholders experience a negative rate of return in the post-business combination company;

•	the fact that our officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

•	the fact that our Sponsor, the PROOF.vc SPV, and our officers and directors will lose their entire investment in PACI if an initial Business Combination is not completed; and

•	the fact that our Sponsor and the PROOF.vc SPV have entered into a Series A Preferred Stock Purchase Agreement with Volato with regard to the Private Financing arrangement and will continue to own Series A Preferred Stock in Volato even if the Business Combination with Volato is not consummated.

At the Closing, we anticipate that our Sponsor will own 6,261,288 shares of Common Stock of Volato Group as a result of the Class B Common Stock of PACI owned by our Sponsor and an additional 715,751 shares of Volato Group Common Stock as a result of the exchange of 704,050 shares of Series A-1 Preferred Stock of Volato into Volato Group Common Stock.

In addition, stockholders should be aware that aside from their interests as stockholders, Volato’s officers and members of Volato’s board of directors may have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Stockholders should take these interests into account in evaluating the Business Combination. These interests include:

•	the fact that, at the closing of the Business Combination, each of Matthew Liotta, Nicholas Cooper, Keith Rabin, Michael Prachar, and Steven Drucker will enter into employment agreements which entitle them to certain contractual benefits and economic incentives;

•	the anticipated appointment of each of Matthew Liotta, Nicholas Cooper, Joan Sullivan Garrett, Michael Nichols and Robert George, as directors on the Volato Group Board in connection with the closing of the Business Combination;

•	the fact that executive officers of Volato will have the ability to earn up to an additional 10% of the total equity of Volato Group for no additional capital contribution pursuant to the 2023 Plan; and

•	the fact that certain of Volato’s officers and directors will collectively own, directly or indirectly, a material interest in the Volato Group at the Closing of the Business Combination equal to approximately 33.38% of the voting interests.

In addition, on July 21, 2023, Volato entered into a Series A Preferred Stock Purchase Agreement by and among (i) Volato, (ii) the PROOF.vc SPV, (iii) the Sponsor, and (iv) the holders of then-outstanding Convertible Notes, whereby (a) Volato may issue and sell up to a maximum aggregate of $60,000,000 of Series A-1 Preferred Stock at a price of $10 per share, with $10,000,000 of Series A-1 Preferred Stock issued and sold at an initial closing to the PROOF.vc SPV and the Sponsor, and (b) the Convertible Notes were converted into the amount of Series A-2 Preferred Stock (the “Series A-2 Preferred Stock”) or Series A-3 Preferred Stock (the “Series A-3 Preferred Stock” and together with the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, the “Series A Preferred Stock”) set forth opposite each Convertible Note holder’s name on Exhibit A-2 attached thereto, at a conversion price of, in

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the case of the Series A-2 Preferred Stock, $5.9820 per share and in the case of the Series A-3 Preferred Stock, $9.00 per share. On September 1, 2023, the PROOF.vc SPV purchased an additional 205,000 shares of Series A-1 Preferred Stock at a purchase price of $10 per share on the same terms as the issuance of the $10,000,000 of Series A-1 Preferred Stock.

Further, as of the date of this proxy statement/prospectus, other than some travel expenses to evaluate potential Business Combination targets previously paid, there has been no reimbursement to our Sponsor, officers, or directors for any out-of-pocket expenses incurred in connection with activities on our behalf, and no further amounts are expected to be incurred as of the date of this proxy statement/prospectus.

In addition, our Current Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless the opportunity is expressly offered to the director or officer solely in his or her capacity as a director or officer of PACI and the opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that this waiver of the corporate opportunities’ doctrine has materially affected our search for an acquisition target or will materially affect our ability to complete our Business Combination.

Reasons for the Approval of the Business Combination

The PACI Board, in evaluating the Business Combination, created a Special Committee, comprised of Lisa Suennen and Mark Lerdal, whom the Board believes are independent and do not have a material interest in the Business Combination that is in addition to or different from the interests of the Company’s stockholders generally, to evaluate and negotiate the Business Combination, and to make a formal recommendation to the PACI Board as to the Business Combination. The Special Committee, in the course of its evaluation, consulted with members of PACI’s management team and financial and legal advisors, interviewed members of Volato’s management and Volato’s financial advisors, and consulted its own independent financial and legal advisors, all before unanimously recommending that the PACI Board approve the Business Combination Agreement.

The PACI Board discussed the Special Committee’s findings and recommendations, and consulted with PACI’s management team and financial and legal advisors. In reaching its resolution (i) that the Business Combination Agreement and the transactions contemplated thereby are advisable and in the best interests of PACI and its stockholders and (ii) to recommend that the stockholders adopt the Business Combination Agreement and approve the Business Combination and the transactions contemplated thereby, the PACI Board considered a range of factors, including, but not limited to, the factors discussed in the section entitled “BCA Proposal – PACI Board of Directors Reasons for Business Combination.” In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the PACI Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The PACI Board viewed its decision as being based on all of the information available and the factors presented to and considered by it.

This explanation of PACI’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

After careful consideration, the PACI Board recommends that our stockholders vote “FOR” the approval of the BCA Proposal and the related Proposals necessary to accomplish the Transactions.

For a more complete description of our reasons for the approval of the Business Combination and the recommendation of the PACI Board, see the section entitled “BCA Proposal - PACI Board of Directors Reasons for Business Combination.”

Redemption Rights

Under our Current Charter, holders of Public Shares may elect to have their shares redeemed, subject to the consummation of a business combination transaction, for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount held in the Trust Account as of two business days prior to the consummation of the Business Combination, by (b) the total number of outstanding Public Shares. As of October 10, 2023, this would have amounted to approximately $10.84 per share. Under our Current Charter, in connection with an initial Business Combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the Public Shares without PACI’s

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consent. Our Current Charter provides we will not consummate any business combination transaction unless we have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, or any successor rule) of at least $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial Business Combination. However, our Current Charter will be amended and restated immediately prior to the Business Combination, such that such limitation will no longer apply, and we anticipate our Class A Common Stock will be listed on the NYSE, which provides a separate exception from being subject to the “penny stock” rules.

If a public stockholder exercises its redemption rights, then the public stockholder will be exchanging its Public Shares for cash and will no longer own shares of Common Stock and will not participate in our future growth, if any. A public stockholder desiring to redeem Public Shares will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers the Public Shares to our transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of PACI Stockholders - Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Ownership of Volato Group After the Closing

Organizational Structure

The following diagram illustrates the pre-business combination organizational structure of PACI:

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The following diagram illustrates the pre-business combination organizational structure of Volato and its subsidiaries:

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The following diagram illustrates the structure of Volato Group immediately following the consummation of the Business Combination. The interests set forth assume (a) no redemptions by public stockholders and (b) the Business Combination is consummated as set forth in the Business Combination Agreement. In connection with this structure, PACI will be renamed the Volato Group, Inc. and holders of Common Stock in PACI that elect not to redeem their Public Shares will experience substantial dilution in their economic and voting interests. If these assumptions are not correct, then the percent of ownership set forth in the diagram below would change.

We anticipate that, upon the Closing, the ownership of Volato Group will be as follows:

•	Volato stockholders will own up to 18,186,242 shares of Class A Common Stock of Volato Group, which will constitute 57.7% of the outstanding Volato Group Common Stock;

•	the public stockholders will own 6,443,098 shares of Class A Common Stock of Volato Group, which will constitute 20.4% of the outstanding Volato Group Common Stock;

•

the Sponsor, the PROOF.vc SPV and BlackRock will collectively own 6,900,000 shares of Class A Common Stock of Volato Group, which will constitute 21.9% of the outstanding Volato Group Common Stock, assuming no redemptions by public stockholders and excluding shares issued to the Sponsor and the PROOF.vc SPV in the Private Financing.

The number of shares and the interests set forth above assume (a) that no public stockholders elect to have their Public Shares redeemed and (b) that there are no other issuances of equity interests of PACI or Volato, except in connection with the issuance of Volato Common Stock upon exercise of existing Volato Options.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

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Board of Directors of Volato Group Following the Business Combination

Upon completion of the Business Combination, the board of directors of Volato Group will consist of seven (7) directors, six (6) of whom will be designated by Volato, one (1) of whom will be Volato Group’s Chief Executive Officer, and one (1) of whom will be designated by PACI and serve as a Class II director (the “PACI Designee”). We expect that the majority of the directors, including the PACI Designee, will qualify as independent directors under the NYSE Listing Rules. See “Management of Volato Group Following the Business Combination” for additional information.

Accounting Treatment

Notwithstanding the legal form, the Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP and not as a business combination under ASC 805. Under this method of accounting, PACI, will be treated as the acquired company for accounting purposes, whereas Volato will be treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination will be treated as the equivalent of Volato issuing shares for the net assets of PACI, accompanied by a recapitalization. The net assets of Volato will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of Volato. Volato has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

•	Under the Minimum and Maximum Redemption Scenarios, legacy Volato stockholders will have a majority of the voting interest in Volato Group with approximately 57.7% and 72.5%, respectively, of the voting interest;

•	The senior management of Volato Group will be comprised of individuals from Volato as further described below;

•	The largest single stockholder of Volato Group will be a legacy stockholder of Volato;

•	Volato will designate a majority of the initial board of directors of Volato Group.

•

An individual from Volato will be designated as the chairman of the initial board of directors of Volato Group and the Chief Executive Officer of Volato Group and a second individual from Volato will be designated as the Chief Financial Officer of Volato Group and the remaining members of senior management of Volato Group will be comprised entirely of individuals from Volato.

•	Volato’s operations will comprise the ongoing operations of Volato Group.

Appraisal Rights

Appraisal rights are not available to holders of shares of our Common Stock in connection with the Business Combination.

Other Proposals

In addition to the proposal to approve and adopt the Business Combination Agreement and the Business Combination, our stockholders will be asked to vote on the following proposals: (a) the Stock Issuance Proposal (b) the Charter Amendment Proposals, (c) the Stock Incentive Plan Proposal, (d) the Adjournment Proposal, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals.

See the sections entitled “Stock Issuance Proposal,” “Charter Amendment Proposals,” “Stock Incentive Plan Proposal,” and “Adjournment Proposal” for more information.

Date, Time, and Place of Special Meeting

The Special Meeting will be held at 10:00 a.m., Eastern Time, on November 21, 2023, via live webcast at the following address: https://www.cstproxy.com/proof-paci/sm2023 or such other date, time and place to which the meeting may be adjourned or postponed, to consider and vote upon the Proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you own shares of Common Stock at the close of business on October 10, 2023, which is the record date for the Special Meeting. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the record date. If your

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Common Stock is held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 13,343,098 shares of Common Stock outstanding in the aggregate, of which 6,443,098 were Public Shares and 6,900,000 were Founder Shares held by our Sponsor, the PROOF.vc SPV, and Blackrock.

Proxy Solicitation

Proxies will be solicited by mail. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, the stockholder may still vote its shares online if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of PACI Stockholders - Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if holders of a majority of the outstanding shares of our Common Stock entitled to vote thereat attend virtually or are represented by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the BCA Proposal requires the affirmative vote of the holders of a majority of the then outstanding shares of Common Stock present and entitled to vote at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” the BCA Proposal. If you do not submit a proxy or voting instructions, do not attend the Special Meeting virtually or by proxy and your shares are not otherwise voted at the Special Meeting, your failure to do so will have no effect on the outcome of the BCA Proposal assuming a quorum is present.

Approval of each of the Stock Issuance Proposal and the Stock Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “AGAINST” each of these proposals. If you do not submit a proxy or voting instructions, do not attend the Special Meeting virtually or by proxy and your shares are not otherwise voted at the Special Meeting, your failure to do so will have no effect on the outcome of each of these proposals assuming a quorum is present.

Approval of the New Charter Proposal and each of the Advisory Charter Proposals, each on a non-binding advisory basis, requires (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon, voting as a single class, (ii) the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock entitled to vote thereon, voting as a single class, and (iii) the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock entitled to vote thereon, voting as a single class. A failure to vote or abstention will have the same effect as a vote “AGAINST” each of the Charter Amendment Proposals.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote represented in person or proxy and entitled to vote thereon, regardless of whether or not a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal. If you do not submit a proxy or voting instructions, do not attend the Special Meeting virtually or by proxy and your shares are not otherwise voted at the Special Meeting, your failure to do so will have no effect on the outcome of the Adjournment Proposal.

The Closing is conditioned on the approval of the BCA Proposal, the Stock Issuance Proposal, the New Charter Proposals, and the Stock Incentive Plan Proposal at the Special Meeting. However, the Closing is not conditioned upon the separate approval of the Advisory Charter Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

Recommendation to PACI Stockholders

The PACI Board believes that each of the BCA Proposal, the Stock Issuance Proposal, the Charter Amendment Proposals, the Stock Incentive Plan Proposal and the Adjournment Proposal is in the best interests of PACI and our stockholders and recommends that our stockholders vote “FOR” each Proposal being submitted to a vote of the stockholders at the Special Meeting.

When you consider the recommendation of the PACI Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as stockholders, our Sponsor, and certain of our directors and officers

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may have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. Please see the section entitled “BCA Proposal-Interests of PACI’S Directors and Executive Officers in the Business Combination.”

Risk Factor Summary

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Volato’s business and industry and the Business Combination are summarized below.

Risks Related to Volato’s Business and Industry

•	Volato has a limited operating history and history of net losses, and may continue to experience net losses in the future.

•	We may not be able to successfully implement our growth strategies.

•	If Volato is not able to successfully enter into new markets and services and enhance our existing products and services, our business, financial condition and results of operations could be adversely affected.

•	Volato may require substantial additional funding to finance its operations, but adequate additional financing may not be available when it needs it, on commercially acceptable terms or at all.

•	The loss of key personnel upon whom Volato depends on to operate its business or the inability to attract additional qualified personnel could adversely affect its business.

•

The supply of pilots to the aviation industry is limited and may negatively affect Volato’s operations and financial condition. Increases in Volato’s labor costs, which constitute a substantial portion of its total operating costs, may adversely affect its business, results of operations and financial condition.

•	Volato may be subject to unionization, work stoppages, slowdowns or increased labor costs and the unionization of its employees could result in increased labor costs.

•	Federal, state and local tax rules can adversely impact Volato’s results of operations and financial position.

•	Significant increases in fuel costs could have a material adverse effect on Volato’s business, financial condition and results of operations.

•	If Volato faces problems with any of its third-party service providers, its operations could be adversely affected.

•	Volato’s insurance may become too difficult or expensive for it to obtain. Increases in insurance costs or reductions in insurance coverage may materially and adversely impact Volato’s results of operations and financial position.

•	If Volato’s efforts to continue to build its strong brand identity and achieve high member satisfaction and loyalty are not successful, it may not be able to attract or retain customers, and its operating results may be adversely affected.

•	Any failure to offer high-quality customer support may harm Volato’s relationships with its customers and could adversely affect our reputation, brand, business, financial condition and results of operations.

•	Volato’s business is primarily focused on certain targeted geographic markets, making us vulnerable to risks associated with having geographically concentrated operations.

Risks Related to Legal and Regulatory Matters

•	Volato is subject to significant governmental regulation and incurs substantial costs in complying with the laws, rules, and regulations to which it is subject. A failure to comply with or changes to these restrictions may materially adversely affect its business.

•	Compliance with environmental laws and regulations may adversely affect Volato’s business and results of operations.

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•	The issuance of operating restrictions applicable to one of the fleet types Volato operates could have a material adverse effect on its business, results of operations and financial condition.

Risks Related to Being a Public Company

•	Volato’s management team has limited experience managing a public company and may not successfully manage its transition to public company status.

•	Following the Closing, Volato Group will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and operating results.

Risks Related to the Business Combination

•	Our Sponsor, the PROOF.vc SPV, certain members of the PACI Board, and our officers have interests in the Business Combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the BCA Proposal.

•	We will incur significant transaction costs in connection with the Business Combination.

•	We may be subject to business uncertainties while the Business Combination is pending.

•	If we are unable to complete the Business combination on or prior to the end of the Completion Window (as defined in our Current Charter), our public stockholders may receive only approximately $10.84 per share on the liquidation of our Trust Account and our warrants will expire worthless.

•	If third parties bring claims against us, the proceeds held in our Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.84 per share.

•	BofA declined to act for PACI as an advisor in connection with the Business Combination, and BofA has had no role in the preparation of the disclosure that is included in this proxy statement/prospectus, or the underlying business analysis related to the Business Combination.

Risks Related to Ownership of Volato Group Common Stock Following the Business Combination

•

Following the consummation of the Business Combination, Volato Group’s sole material asset will be its direct equity interest in Volato and, accordingly, Volato Group will be dependent upon distributions from Volato to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on Volato Group Common Stock.

•	Volato does not intend to pay cash dividends for the foreseeable future.

Risks Related to the Redemption

•	We cannot be certain as to the number of Public Shares that will be redeemed or the potential impact to public stockholders who do not elect to redeem their Public Shares.

•	If our public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

•	A 1% U.S. federal excise tax may be imposed upon PACI in connection with the net redemptions by PACI of its Common Stock.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement. Unless the context otherwise requires, all references in this section to the “Combined Company” refer to Volato Group, Inc., or PACI, and its wholly-owned subsidiaries after giving effect to the Transactions.

Recent Developments

On July 21. 2023, Volato raised $10 million in cash and converted $38.4 million of convertible promissory notes. On September 1, 2023, Volato raised an additional $2.05 million of equity capital, which consisted of $2.05 million in cash and was on the same terms as the prior issuance of the $10,000,000 Volato Series A-1 Preferred Shares. The pro forma condensed combined financial information as of and for the six months ended June 30, 2023, has been adjusted for these material transactions.

Introduction

The following unaudited pro forma condensed combined financial statements of PACI present the combination of the historical financial information of PACI and Volato adjusted to give effect for the Business Combination between PACI and Volato. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023, combines the historical balance sheet of PACI and the historical balance sheet of Volato, on a pro forma basis as if the Business Combination had been consummated on June 30, 2023.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023, combines the historical statements of operations of PACI and Volato for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022, combines the historical statements of operations of PACI and Volato for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•	the accompanying notes to the unaudited pro forma condensed combined financial statements;

•	the historical unaudited financial statements of PACI as of and for the six months ended June 30, 2023 and the related notes thereto, included elsewhere in this proxy statement;

•	the historical unaudited financial statements of Volato as of and for the six months ended June 30, 2023 and the related notes thereto, included elsewhere in this proxy statement;

•	the historical audited financial statements of PACI as of and for the year ended December 31, 2022 and the related notes thereto, included elsewhere in this proxy statement;

•	the historical audited financial statements of Volato as of and for the year ended December 31, 2022 and the related notes thereto, included elsewhere in this proxy statement; and

•

the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PACI” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volato,” and other financial information relating to PACI and Volato included elsewhere in this proxy statement, including the Business Combination Agreement.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what PACI’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of PACI. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date

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of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Within the unaudited pro forma condensed combined financial statements, the parties assumed that (i) there will be no transfers of Founder Shares (as defined in the Sponsor Support Agreement) prior to the Closing and, at the Closing, all of the Founder Shares will be exchanged for shares of Class A Common Stock on a one-for-one basis, (ii) at the closing, PACI will issue new shares of Class A Common Stock to Volato shareholders as Merger Consideration in accordance with the terms of the Business Combination Agreement, taking into account adjustments to the Merger Consideration determined in accordance with the Business Combination Agreement, (iii) other than the Class A Common Stock to be issued to Volato shareholders upon consummation of the Business Combination and the assumption of Volato Options, there will no issuances of equity securities of PACI at the Closing, (iv) prior to the Closing, no Private Financing will be consummated and Volato will not issue any Volato Securities, and (v) none of the Volato shareholders will exercise appraisal rights in connection with the Closing. Additional assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The parties believe that the assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Description of Transaction

PACI has entered into a Business Combination Agreement with Volato and Merger Sub. The base purchase consideration payable, as set forth in the Business Combination Agreement was based on an enterprise value of $190,000,000, subject to certain adjustments, which will be paid in the Class A Common Stock of PACI. The number of shares of Class A Common Stock that will be issued by PACI for each outstanding share of Volato common stock on an as converted basis is subject to an exchange ratio. The exchange ratio is determined by dividing (i) the sum of (a) the base purchase price, (b) the exercise value of Volato’s outstanding in-the-money options, and (c) the aggregate amount of Series A Preferred Stock issued in the Private Financing by (ii) the sum of (x) the total number of shares of Volato common stock outstanding on an as converted basis) divided by 10 and (y) the number of shares of Volato common stock issuable upon the exercise of Volato’s outstanding in-the-money options.

The unaudited pro forma condensed combined information contained herein assumes that PACI stockholders approve the Business Combination. Pursuant to the Current Charter, public stockholders are being offered the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as of two business days prior to the Closing). Pursuant to the Current Charter, all holders of Public Shares may vote in favor of the Business Combination and still exercise their redemption rights.

Solely for illustrative purposes, the unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of additional redemptions of PACI Common Stock, after giving effect to the Volato capital raises on July 21, 2023 and September 1, 2023:

•	Assuming No Redemptions (“Minimum Redemption”) — this scenario assumes that no Public Shares are redeemed;

•	Maximum Redemptions (“Maximum Redemption”) — this scenario assumes the redemption of approximately 6.4 million Public Shares at $10.59 per share, for aggregate payment of approximately $68.2 million from the Trust Account.

The Business Combination between PACI and Volato under the two redemption scenarios is expected to be accounted for as a reverse recapitalization with Volato as the accounting acquirer. In accordance with this method of accounting, the Business Combination will be treated as the equivalent of Volato issuing shares for the net assets of PACI, accompanied by a recapitalization. The net assets of Volato will be stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of Volato.

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Pro Forma Information

PACI AND VOLATO

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2023

(in thousands)

	Volato (Historical)	Volato Post June 30 Funding Rounds	PACI (Historical)	Pro Forma Adjustments Assuming Minimum Redemption		Pro Forma Combined Assuming Minimum Redemption	Pro Forma Adjustments Assuming Maximum Redemption		Pro Forma Combined Assuming Maximum Redemption
ASSETS
Current assets:
Cash and cash equivalents	$5,371	12,050	2,030	68,616	A	$83,067	(68,217)	E	14,850
				(5,000)	B
Accounts receivable	1,552					1,552			1,552
Deposits on aircraft	19,183					19,183			19,183
Prepaid expenses and other current assets	2,240		263			2,503			2,503
Total current assets	28,346	12,050	2,293	63,616		106,305	(68,217)		38,088

Non-current assets:
Cash and marketable securities held in Trust Account			68,616	(68,616)	A	—			—
Equity method investment	154					154			154
Restricted cash	2,116					2,116			2,116
Goodwill	635					635			635
Deposits	4,500					4,500			4,500
Other deposits	75					75			75
Intangibles	1,421					1,421			1,421
Right of use asset	1,429					1,429			1,429
Property and equipment, net	821					821			821
Total non-current assets	11,151	—	68,616	(68,616)		11,151	—		11,151
TOTAL ASSETS	39,497	12,050	70,909	(5,000)		117,456	(68,217)		49,239

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued expenses	7,593		358			7,951			7,951
Excise tax payable			2,210			2,210			2,210
Loan - related party	1,000					1,000			1,000
Convertible notes	35,509			(35,509)	H	—			—
Accrued interest	748			(714)	H	34			34
Deposits	3,226					3,226			3,226
Operating lease liability	304					304			304
Other loans	23					23			23
Income taxes payable			1,852			1,852			1,852
Total current liabilities	48,403		4,420	(36,223)		16,600			16,600

Non-current liabilities:
Deferred taxes	305		60			365			365
Operating lease liability	1,133					1,133			1,133
Long term notes payable	12,654					12,654			12,654
Total non-current liabilities	14,092		60	—		14,152	—		14,152
Total liabilities	62,495		4,480	(36,223)		30,752	—		30,752

COMMITMENTS AND CONTINGENCIES

Temporary equity:
Common stock subject to possible redemption			68,217	(68,217)	C	—

Stockholders’ equity (deficit):
Common stock	7	1		6	C	31	(6)	E	25
				2	F
				4	G
				6	I
				5	H
Class A common stock			—
Class B common stock			—
Preferred stock	4			(4)	G
Additional paid-in capital	5,221	12,049	—	68,211	C	114,888	(68,211)	E	46,677
				(1,788)	D
				(5,000)	B
				(2)	F
				4
				36,218	H
				(6)	I
				(15)	J
Equity contribution receivable	(15)			15	J
Retained earnings (Accumulated deficit)	(28,215)		(1,788)	1,788	D	(28,215)			(28,215)
Total equity	(22,998)	12,050	(1,788)	99,440		86,704	(68,217)		18,487
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	39,497	12,050	70,909	(5,000)		117,456	(68,217)		49,239

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PACI AND VOLATO

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(in thousands, except per share data)

	Volato (Historical)	PACI (Historical)	Pro Forma Adjustments Assuming Minimum Redemption		Pro Forma Combined Assuming Minimum Redemption	Pro Forma Adjustments Assuming Maximum Redemption	Pro Forma Combined Assuming Maximum Redemption
Revenues	$28,680	$—	$—		$28,680	—	28,680
Cost of revenue	35,295	—	—		35,295	—	35,295
Gross profit	(6,615)	—	—		(6,615)	—	(6,615)
Operating costs and expenses:
General and administrative expenses	10,575	1,223			11,798		11,798
Total operating costs and expenses	10,575	1,223	—		11,798	—	11,798
Income (Loss) from operations	(17,190)	(1,223 )	—		(18,413)	—	(18,413)
Other income (expense):
Gain from sale of Part 135 Certificate	387				387		387
Gain from sale of equity method investment	883				883		883
Income from equity method investments	22			AA	22		22
Interest income	14	5,511	(5,511)	AA	14		14
Interest expense	(1,636)		465	BB	(1,171)		(1,171)
Other income (expense)	146				146		146
Total other income (expense)	(184)	5,511	(5,046)		281	—	281
Net income (loss) before income tax provision	(17,374)	4,288	(5,046)	AA	(18,132)	—	(18,132)
Income tax provision		(1,139)	1,139	AA	—		—
Net income (loss)	(17,374)	3,149	(3,907)		(18,132)		(18,132)

	Volato (Historical)	PACI (Historical)	Assuming Minimum Redemption	Assuming Maximum Redemption
Weighted average shares outstanding - Common stock	7,193,178	—	31,529,340	25,086,242
Basic and diluted net income per share - Common stock	(2.42)	—	(0.58)	(0.72)
Weighted average shares outstanding - Class A common stock subject to redemption		22,690,664
Basic and diluted net income per share - Class A common stock subject to redemption	—	0.11
Weighted average shares outstanding - Class B non-redeemable common stock	—	6,900,000	—	—
Basic and diluted net income per share - Class B non-redeemable common stock	—	0.11	—	—

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PACI AND VOLATO

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2022

(in thousands, except per share data)

	Volato (Historical)	PACI (Historical)	Pro Forma Adjustments Assuming Minimum Redemption		Pro Forma Combined Assuming Minimum Redemption	Pro Forma Adjustments Assuming Maximum Redemption	Pro Forma Combined Assuming Maximum Redemption
Revenues	$ 96,706	$—	$—		$96,706	—	96,706
Cost of revenue	94,281	—	—		94,281	—	94,281
Gross profit	2,425	—	—		2,425	—	2,425

Operating costs and expenses:
General and administrative expenses	11,609	1,737	5,000	BB	18,346		18,346
Total operating costs and expenses	11,609	1,737	5,000		18,346	—	18,346
Income (Loss) from operations	(9,184)	(1,737)	(5,000)		(15,921)	—	(15,921)

Other income (expense):
Interest income	2	4,061	(4,061)	AA	2		2
Interest expense	(868)		(14,915)	CC	(15,783)		(15,783)
Gain from deconsolidation of investments	581				581		581
Loss from equity method investments	(45)				(45)		(45)
Other income (expense)	60				60		60
Total other income (expense)	(270)	4,061	(18,976)		(15,185)	—	(15,185)
Net income (loss) before income tax provision	(9,454)	2,324	(23,976)		(31,106)	—	(31,106)
Income tax provision	55	(773)	773		55		55
Net income attributed to controlling shareholder	(9,399)	1,551	(23,203)