PACI SEC filings, in plain English
Everything PROOF Acquisition Corp I has filed with the SEC that we hold — 40 filings, newest first, 8 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: The filing reports that Volato Group, Inc. entered into an Agreement and Plan of Merger with Alignment Engine Inc. on August 25, 2026. The merger consideration consists of Series A Preferred Stock and Series A-1 Preferred Stock convertible into 95% of the combined company's common stock on a fully diluted basis, plus a warrant representing 1.5% of outstanding shares for a data center landlord. Key personnel changes include Matthew Liotta resigning as CEO and Christopher Ensey becoming CEO. Closing conditions require at least $2,950,000 in unrestricted cash, termination of a prior Securities Purchase Agreement, and receipt of a fairness opinion. The document does not contain information regarding redemption deadlines, trust value, extensions, or sponsor conduct. Why it matters: This filing establishes the definitive terms of the business combination between Volato and Aligned, specifying the equity split (95% to Aligned shareholders), the specific cash liquidity requirement ($2,950,000) needed to close, and the leadership transition. It signals the operational direction toward AI infrastructure and identifies critical hurdles for completion, such as obtaining NYSE American listing approval and stockholder votes for preferred stock conversion.
What changed: Q2 2026 10-Q of Volato Group, Inc. (NYSE American: SOAR), filed under PROOF Acquisition Corp I's CIK. Revenue was $965 thousand for the quarter versus $24,855 thousand a year earlier, and $1,967 thousand for the six months versus $50,338 thousand. Operating result swung to a loss of $2,520 thousand from income of $872 thousand; net loss was $2,051 thousand versus net income of $3,602 thousand. Cash rose to $8,440 thousand from $4,698 thousand at December 31, 2025 and total assets were $13,537 thousand. Why it matters: Revenue is about 4% of the prior-year quarter following the shift out of the prior aircraft-sales business, while the share count rose roughly five-fold over the half-year. Registered warrants carry a $287.50 exercise price and trade on OTC Markets rather than the exchange.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- not previously extracted2026-12-19
- Going-concern doubt
- stated · unchanged
The clause …“certain interest due under the note and extend the first payment date to December 19, 2026. Note receivable consisted of the following as of June 30, 2026, and December 31, 2025, in thousands: SCHEDULE OF NOTE RECEIVABLE June 30,”…
The clause …“approximately $ 105.5 million as of June 30, 2026. These above matters raise substantial doubt about the Company’s ability to continue as a going concern. During the next twelve months, the Company intends to fund its operations”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 8-K of Volato Group, Inc. Item 5.02: on July 22, 2026 the Board appointed David Allen a director, determined him independent under SEC, NYSE American and Internal Revenue Code standards for Audit Committee service and chairmanship, and placed him on the Nominating and Governance and Compensation Committees as a Class III director with a term expiring at the 2026 annual meeting. The same day it approved an Executive Employment Agreement with CFO Mark Heinen providing a $310,000 base salary and an annual incentive bonus targeted at 100% and capped at 200% of base salary. Why it matters: The agreement pays twelve months of base salary on certain qualifying terminations, plus a pro-rated 100% target bonus if the termination follows a change in control. The Board also approved a $50,000 cash performance bonus and a $100,000 retention bonus payable on consummation of a Board-approved strategic business combination subject to continued employment through closing, so the CFO now has a fixed cash incentive tied to a transaction the report does not otherwise describe.
What changed: Volato Group, Inc., the PROOF Acquisition Corp I successor, issued preliminary financial results and an operating update for the second quarter ended June 30, 2026 on July 6, 2026. The company states the unaudited information is preliminary, that its financial closing procedures are incomplete and that final results may vary materially. Among the preliminary highlights, all outstanding convertible notes were eliminated during the second quarter. Full figures will follow in the Form 10-Q for the quarter. Why it matters: Eliminating all outstanding convertible notes removes the instrument that had been converting into stock at falling prices, which is the single biggest structural improvement available to a small de-SPAC — it stops the reflexive dilution loop. The offsetting fact is how the notes were retired: the company sold 11,038,767 shares at $0.165 in a registered direct offering days earlier, raising about $1.82 million. So the debt is gone because it was converted into a much larger share count.
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.
going-concern doubtnothing moved · 1 with no prior record of ours
- Going-concern doubt
- stated · unchanged
The clause …“approximately $ 103.4 million as of March 31, 2026. These above matters raise substantial doubt about the Company’s ability to continue as a going concern. During the next twelve months, the Company intends to fund its operations”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-03-31 · unchanged
The clause …“No. 1 to Agreement and Plan of Merger and Reorganization to extend the Outside Date from January 15, 2026 to March 31, 2026. Between July 28, 2025 and April 8, 2026, the parties collaborated on drafting the proxy”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Filed under PROOF Acquisition Corp I's record; the registrant is Volato Group, Inc. (Delaware), its post-combination successor. Amendment No. 5 to Form S-4, preliminary and subject to completion dated April 8, 2026, a proxy statement/prospectus for a special meeting of Volato Group stockholders. No explanatory note names the change. It registers 119,497,564 shares of Volato Class A common stock. Under the Agreement and Plan of Merger and Reorganization dated July 28, 2025 (referred to as amended), Merger Sub merges into M2i Global, which survives as a Volato subsidiary. Why it matters: The consideration is defined as a PERCENTAGE of the combined company, not as a share count or a ratio, so the 119,497,564 figure is an estimate that moves with Volato's own fully diluted share count right up to the effective time — every Volato share issued before closing enlarges the number of shares M2i holders receive rather than reducing their 85%. Existing Volato holders are left with approximately 15%. The exclusion of warrant-underlying shares from the 'fully diluted' base is a defined term doing real work: warrants sit outside the 85% calculation.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-03-31 · unchanged
The clause …“No. 1 to Agreement and Plan of Merger and Reorganization to extend the Outside Date from January 15, 2026 to March 31, 2026. Between July 28, 2025 and April 8, 2026, the parties collaborated on drafting the proxy”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Filed under PROOF Acquisition Corp I's record; the registrant is Volato Group, Inc., its post-combination successor. Amendment No. 4 to Form S-4, preliminary and subject to completion dated March 27, 2026, a proxy statement/prospectus for a special meeting of Volato Group stockholders. No explanatory note names the change. It registers 119,222,731 shares of Volato Class A common stock. Under the Agreement and Plan of Merger and Reorganization dated July 28, 2025 (as amended), Merger Sub merges into M2i Global, which survives as a wholly owned subsidiary of Volato. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-03-31 · unchanged
The clause …“No. 1 to Agreement and Plan of Merger and Reorganization to extend the Outside Date from January 15, 2026 to March 31, 2026. Between July 28, 2025 and March 27, 2026, the parties collaborated on drafting the proxy”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.