PROOF Acquisition Corp I

The 85% figure is the fixed term and the share count is the estimate derived from it, so the registered 119,222,731 shares is a snapshot against an assumed Volato fully diluted count of 21,115,249 — it moves if that count moves. Existing Volato holders retain approximately 15%. The $32.9 million / $0.2758 per share valuation is a function of Volato's March 25, 2026 trading price and carries no protection; it is not a floor, a collar or a guaranteed value. The proposed reverse stock split is excluded from every figure quoted here.

The fixed term is the 85% ownership share, not the share count — the 115,107,548 figure is derived from an assumed Volato fully diluted count of 20,313,097 and moves with it. Existing Volato holders keep approximately 15%. The $42.5 million / $0.369 per share valuation is a function of the March 6, 2026 trading price with no floor or collar attached, and every figure quoted excludes the effect of the proposed reverse stock split.

The registered cover amount and the estimated issuance differ in this version — 78,216,731 registered against an estimated 104,402,929 to be issued — and the document does not explain the gap in this portion, so neither figure should be quoted alone as 'the' share count. The binding term is the 85% ownership share; the share count follows from Volato's fully diluted count at the effective time, which the document says is not yet fixed. The $51.9 million / $0.497 per share valuation depends entirely on the February 6, 2026 trading price and excludes the proposed reverse stock split.

In this version the registered share count and the estimated issuance agree at 78,216,731, both derived from an assumed Volato fully diluted base of 13,802,952 shares. That assumption is the load-bearing input: because the consideration is fixed at 85% of the combined company rather than at a share count, any growth in Volato's fully diluted shares before closing raises the number issued proportionally. Existing Volato holders keep approximately 15%.

This is the baseline of the Volato / M2i Global registration and it shows the mechanism plainly: the fixed term is the 85% ownership share, and the registered 57,718,662 shares is simply what that percentage produces against an assumed Volato fully diluted base of 10,185,646 shares. Because the base is an assumption measured at the effective time, the share count is not a cap on the economics — it is a snapshot. Existing Volato holders are left with approximately 15% regardless of how the share count moves.

A float of 2,077,921 shares and an equity plan authorising just 108,974 shares describe a company that has been compressed to almost nothing - at this scale the stock is illiquid and any financing is transformative. Across-the-board salary reductions of 5% in mid-2024 followed by the president's resignation a month later point to a cash squeeze rather than a strategic reset. The PROOF trust was released at the de-SPAC.

The financing is expensive and open-ended: 10% original issue discount senior unsecured convertible promissory notes in an aggregate original principal amount of up to $36,000,000, with an initial tranche issued the same day the agreement was signed, converting into common stock at prices that reset down to a stated Floor Price. Approving the proposal removes the 20% ceiling, so the share count delivered depends on where the stock trades as tranches convert rather than on any number in this proxy.

Lowering the quorum to 33-1/3% is the proposal with lasting effect — it permanently reduces the turnout needed to pass anything at future meetings, which at a company already struggling to convene them shifts power toward whoever shows up. The annexed certificate of amendment shows authorized shares rising to 200,000,000 if both the split and the increase pass, so the count falls and the ceiling rises at once. Keith Rabin resigned as President on July 19, 2024.

The proposals are chained rather than independent: the Stock Issuance Proposal is conditioned on the BCA Proposal, the Charter Amendment Proposal on both of those, and the Stock Incentive Plan Proposal on all three — so a holder cannot approve the deal while rejecting the charter. Among the advisory charter items are an increase in authorised Class A common stock from 70,000,000 to 80,000,000, a non-citizen voting limitation, a supermajority vote to remove directors, and a higher threshold to amend parts of the Proposed Charter.

The proposals are chained: voting on the Stock Issuance Proposal, the Charter Amendment Proposal and the Stock Incentive Plan Proposal is conditioned on approval of the BCA Proposal, so a holder cannot carry the governance changes without the deal. The Advisory Charter Proposals include a non-citizen voting limitation and a supermajority requirement to remove directors, alongside an increase in the authorised Class A shares from 70,000,000 to 80,000,000. The 20,707,600-share issuance is itself a separate proposal, required to comply with the listing rules of the NYSE.

Voting on the stock issuance, the charter amendments and the incentive plan is expressly conditioned on approval of the BCA Proposal, so none of those items can carry without the deal. The proposed charter would raise the authorised Class A common stock from 70,000,000 to 80,000,000 shares and adds a non-citizen voting limitation, a supermajority requirement to remove directors, a changed board quorum and a higher threshold to amend parts of the charter — each put separately as a non-binding advisory sub-proposal against the Current Charter dated November 29, 2021.

The PACI Board formed a Special Committee to consider and negotiate the terms and to recommend whether to pursue the combination at all, which is a step a straightforward SPAC merger does not usually take. The proposals are chained: voting on the Stock Issuance Proposal, the Charter Amendment Proposals and the Stock Incentive Plan Proposal is conditioned on approval of the BCA Proposal. Those charter changes include a non-citizen voting limitation, a supermajority vote to remove directors, and an increase in authorised Class A shares from 70,000,000 to 80,000,000.

The PACI board formed a special committee of directors it believes are independent and without an interest in the deal different from stockholders' generally, and that committee negotiated the terms and made the recommendation the full board then adopted — a step most SPAC boards do not take, since the sponsor's interests normally sit inside the board approving the transaction. Voting on the stock issuance, the charter amendment and the incentive plan is conditioned on approval of the BCA Proposal. The meeting date and the webcast address are both left blank.

What changed: Volato Group, Inc., the PROOF Acquisition Corp I successor, closed on June 30, 2026 a registered direct offering of 11,038,767 Class A shares at $0.165 per share under a Securities Purchase Agreement dated June 27, 2026, receiving gross proceeds of approximately $1,821,397.02 before transaction fees and expenses. Each investor represented that it is an accredited investor, and the shares were issued in reliance on Section 4(a)(2) and Regulation D, without general solicitation and with no sales commissions paid. Why it matters: A price of 16.5 cents a share is the market's valuation of this de-SPAC, and issuing 11,038,767 shares to raise about $1.8 million shows how little each share is now worth as currency. The proceeds are what allowed the company to report days later that all outstanding convertible notes had been eliminated — so the debt was cleared by transferring the claim from noteholders to a much larger common share count.

What changed: Item 1.01. On June 28, 2026 Volato Group, Inc. entered a Securities Purchase Agreement dated June 27, 2026 with certain investors for the sale of an aggregate 11,038,767 shares of Class A common stock at $0.165 per share in a registered direct offering. Closing is subject to customary conditions including NYSE American approval of a supplemental listing application. Expected gross proceeds are approximately $1,821,397.02 before fees and expenses. The shares are offered directly, with no placement agent or underwriter and no underwriting discounts or commissions. Why it matters: Issuing stock at $0.165 a share raises roughly $1.8 million while adding 11,038,767 shares - financing at a price that signals severe distress and dilutes existing holders heavily for a small sum. Going direct with no placement agent avoids commissions but also means no bank was willing or needed to market it, which is itself informative about demand. The NYSE American supplemental listing approval is a real closing condition, and a sub-dollar share price raises separate continued-listing questions the filing does not address.