SEC Comment Letter 0000000000-23-011824 to Volato Group, Inc. (SOAR)
Volato Group, Inc.
Date: Oct. 27, 2023 · CIK: 0001853070 · Accession: 0000000000-23-011824
AI Filing Summary & Sentiment
File numbers found in text: 333-274082
Letter
United States securities and exchange commission logo October 27, 2023 John C. Backus, Jr. Chief Executive Officer PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 Re:PROOF Acquisition Corp I Amendment No. 2 to Registration Statement on Form S-4 Filed October 20, 2023 File No. 333-274082 Dear John C. Backus: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 13, 2023 letter. Amendmend No. 2 to Registration Statement on Form S-4 filed October 20, 2023 Financial Statements for Volato Inc. For the Year Ended December 31, 2022 Note 2 Summary of Significant Accounting Policies Revenue Recognition, page F-36 1.We note your response to prior comment 13 and reissue the comment in part. In the revised revenue recognition policy, you indicate that "...Occasionally, we offer credits to customers of our Volato Insider and Stretch Card agreements in excess of the cash deposit received as an incentive offering. These credits are non-refundable and are recorded as a contract liability until they are either used or expired. ..." However, you continue to disclose on page 135 that "....Insider deposit customers have preferred access for charter requests over general charter, and the program is fully refundable for any unused balances..." Additionally on page 135, you disclose that "[u]nused balances may be refunded at any time..." related to the Volato Stretch Jet Card. Please revise to
FirstName LastNameJohn C. Backus, Jr. Comapany NamePROOF Acquisition Corp I October 27, 2023 Page 2 FirstName LastName John C. Backus, Jr. PROOF Acquisition Corp I October 27, 2023 Page 2 reconcile or remove the inconsistent disclosures on page 135. Please contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if you have questions regarding comments on the financial statements and related matters. Please contact Cheryl Brown at 202-551-3905 or Kevin Dougherty at 202-551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Scott D. Fisher, Esq.
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United States securities and exchange commission logo
October 27, 2023
John C. Backus, Jr.
Chief Executive Officer
PROOF Acquisition Corp I
11911 Freedom Drive, Suite 1080
Reston, VA 20190
Re:PROOF Acquisition Corp I
Amendment No. 2 to Registration Statement on Form S-4
Filed October 20, 2023
File No. 333-274082
Dear John C. Backus:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 13, 2023 letter.
Amendmend No. 2 to Registration Statement on Form S-4 filed October 20, 2023
Financial Statements for Volato Inc.
For the Year Ended December 31, 2022
Note 2 Summary of Significant Accounting Policies
Revenue Recognition, page F-36
1.We note your response to prior comment 13 and reissue the comment in part. In the
revised revenue recognition policy, you indicate that "...Occasionally, we offer credits to
customers of our Volato Insider and Stretch Card agreements in excess of the cash deposit
received as an incentive offering. These credits are non-refundable and are recorded as a
contract liability until they are either used or expired. ..." However,
you continue to disclose on page 135 that "....Insider deposit customers have preferred
access for charter requests over general charter, and the program is fully refundable for
any unused balances..." Additionally on page 135, you disclose that "[u]nused balances
may be refunded at any time..." related to the Volato Stretch Jet Card. Please revise to
FirstName LastNameJohn C. Backus, Jr.
Comapany NamePROOF Acquisition Corp I
October 27, 2023 Page 2
FirstName LastName
John C. Backus, Jr.
PROOF Acquisition Corp I
October 27, 2023
Page 2
reconcile or remove the inconsistent disclosures on page 135.
Please contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cheryl Brown at 202-551-3905 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Scott D. Fisher, Esq.