Volato, Inc. entered into a letter of intent to acquire PROOF Acquisition Corp I (NYSE:PACI) from PROOF Acquisition Sponsor I, LLC and others for approximately $200 million in a reverse merger transaction on May 26, 2023. Volato, Inc. entered into a business combination agreement to acquire PROOF Acquisition Corp I (NYSE:PACI) from PROOF Acquisition Sponsor I, LLC and others for approximately $200 million in a reverse merger transaction on August 1, 2023. The current Volato owners will retain approximately 63.5% of the ownership at close. The management team and existing investors will be rolling 100% of their Volato equity into the new company. Upon the close of the transaction, the combined entity is expected to trade under the ticker symbol ?SOAR? and will adopt Volato as the corporate operating brand. Volato CEO and Co-Founder Matt Liotta will lead the combined company. Upon the closing of the proposed transaction, Volato?s senior management will continue to serve in their current roles.

Completion of the transaction is subject to the approval of PACI stockholders and certain Volato stockholder approvals, 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, the registration statement shall have become effective under the Securities Act, all applicable waiting periods (and any extensions thereof) under the HSR Act and all other Governmental Approvals applicable to the Transactions, shall have expired or been terminated, or otherwise obtained, as applicable, holders of not more than 5% of the outstanding shares of Volato Capital Stock shall have dissented or preserved their rights to seek appraisal of any of their shares of Volato Capital Stock, the execution and delivery of certain ancillary agreements, all of the directors and officers of PACI shall have resigned, and other customary closing conditions. The respective boards of directors of both Volato and PACI have each approved the proposed transaction. The parties expect that the proposed transaction will be completed in 2023. BTIG, LLC is serving as financial advisor to Volato, Inc. F. Reid Avett of Womble Bond Dickinson (US) LLP is serving as legal advisor to Volato, Inc. Scott D. Fisher of Steptoe & Johnson LLP is serving as legal advisor to PACI. LSH Partners Securities LLC acted as the fairness opinion provider and financial advisor to PACI. Continental Stock Transfer & Trust acted as transfer agent to Volato and PROOF Acquisition Corp. Alliance Advisors, LLC acted as information agent to PROOF Acquisition Corp. PACI agreed to pay LSH a fee of $0.5 million upon the earliest to occur of (i) signing a definitive agreement for a transaction or (ii) five days after (a) LSH rendering its opinion to the Special Committee, (b) the presentation of LSH?s financial analysis to the Special Committee or (c) the announcement by PACI of a definitive agreement in respect of a transaction. PACI has also agreed to pay LSH a fee of $0.75 million which is contingent upon the consummation of the business combination.