SEC Comment Letter 0000000000-24-002258 to Volato Group, Inc. (SOAR)
Volato Group, Inc.
Date: Feb. 28, 2024 · CIK: 0001853070 · Accession: 0000000000-24-002258
AI Filing Summary & Sentiment
File numbers found in text: 333-276479
Letter
United States securities and exchange commission logo February 28, 2024 Matthew Liotta Chief Executive Officer Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, GA 30341 Re:Volato Group, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 9, 2024 File No. 333-276479 Dear Matthew Liotta: We have reviewed your amended registration statement and have the following comments. 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 February 6, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 Risk Factors Risks Related to Being a Public Company Sales of Common Stock, or the perception of such sales, by us or the Selling Stockholders..., page 24 1.We note your response to prior comment 3 and reissue in part. Please revise your disclosure to detail that even though the current trading price is below the SPAC IPO price, the holders of the Founder's Shares may have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.
FirstName LastNameMatthew Liotta Comapany NameVolato Group, Inc. February 28, 2024 Page 2 FirstName LastName Matthew Liotta Volato Group, Inc. February 28, 2024 Page 2 General 2.We note your response to prior comment 7 and reissue in part. Please disclose the potential profit any selling stockholders will earn based on the current trading price due to differences in the purchase prices and the current trading price. 3.Please update your financial statements and related information for the fiscal year ended December 31, 2023. Refer to Rule 8-08(b) of Regulation S-X. Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Reid Avett
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United States securities and exchange commission logo
February 28, 2024
Matthew Liotta
Chief Executive Officer
Volato Group, Inc.
1954 Airport Road, Suite 124
Chamblee, GA 30341
Re:Volato Group, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 9, 2024
File No. 333-276479
Dear Matthew Liotta:
We have reviewed your amended registration statement and have the following
comments.
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 February 6, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Risks Related to Being a Public Company
Sales of Common Stock, or the perception of such sales, by us or the Selling Stockholders...,
page 24
1.We note your response to prior comment 3 and reissue in part. Please revise your
disclosure to detail that even though the current trading price is below the SPAC IPO
price, the holders of the Founder's Shares may have an incentive to sell because they will
still profit on sales because of the lower price that they purchased their shares than the
public investors.
FirstName LastNameMatthew Liotta
Comapany NameVolato Group, Inc.
February 28, 2024 Page 2
FirstName LastName
Matthew Liotta
Volato Group, Inc.
February 28, 2024
Page 2
General
2.We note your response to prior comment 7 and reissue in part. Please disclose the
potential profit any selling stockholders will earn based on the current trading price due to
differences in the purchase prices and the current trading price.
3.Please update your financial statements and related information for the fiscal year ended
December 31, 2023. Refer to Rule 8-08(b) of Regulation S-X.
Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Reid Avett