SEC Comment Letter 0000000000-23-003743 to Volato Group, Inc. (SOAR)
Volato Group, Inc.
Date: April 14, 2023 · CIK: 0001853070 · Accession: 0000000000-23-003743
AI Filing Summary & Sentiment
File numbers found in text: 001-41104
Letter
United States securities and exchange commission logo April 14, 2023 John Backus, Jr. Chief Executive Officer PROOF Acquisition Corp I 11911 Freedom Drive Suite 1080 Reston, VA 20190 Re:PROOF Acquisition Corp I Preliminary Proxy Statement on Schedule 14A Filed April 10, 2023 File No. 001-41104 Dear John Backus, Jr.: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the
FirstName LastNameJohn Backus, Jr. Comapany NamePROOF Acquisition Corp I April 14, 2023 Page 2 FirstName LastName John Backus, Jr. PROOF Acquisition Corp I April 14, 2023 Page 2 losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Scott D. Fisher, Esq.
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United States securities and exchange commission logo
April 14, 2023
John Backus, Jr.
Chief Executive Officer
PROOF Acquisition Corp I
11911 Freedom Drive
Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Preliminary Proxy Statement on Schedule 14A
Filed April 10, 2023
File No. 001-41104
Dear John Backus, Jr.:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the
FirstName LastNameJohn Backus, Jr.
Comapany NamePROOF Acquisition Corp I
April 14, 2023 Page 2
FirstName LastName
John Backus, Jr.
PROOF Acquisition Corp I
April 14, 2023
Page 2
losses of the investment opportunity in a target company, any price appreciation in the
combined company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Scott D. Fisher, Esq.