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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-26 · 36 added, 33 removed, 82 unchanged (46% of the section changed)

16 unchanged sentences

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

The information required by this Item 10 will be set forth in the “Directors,” “Executive Officers,” “Corporate Governance” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” sections of our definitive proxy statement relating to our 2025 annual meeting of shareholders (the “Proxy Statement”), which will be filed with the SEC within 120 days after the end of the year covered by this Annual Report.

We have adopted an Insider Trading Policy which governs the purchase, sale, and/or other disposition of our securities by our directors, officers, and employees and other covered persons designated by the policy.

We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE American listing standards, as applicable.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

5 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning fees and services provided by our principal accountant, Rose, Snyder & Jacobs LLP , appears in the Proxy Statement under the headings “Fees Paid to Independent Auditors” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor” and is incorporated herein by reference.

The information required by this Item 14 will be set forth in the “Certain Relationships and Related Person Transactions” and “Corporate Governance” sections of the Proxy Statement, which will be filed with the SEC within 120 days after the end of the year covered by this Annual Report.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

8 unchanged sentences

333-274082), filed with the Securities and Exchange Commission on August 18, 2023).

Second Amended and Restated Certificate of Incorporation of Volato Group, Inc.

(included as Annex B to PROOF Acquisition Corp I’s Registration Statement on Form S-4 (File No.

333-274082), filed with the Securities and Exchange Commission on August 18, 2023).

Second Amended and Restated Bylaws of PROOF Acquisition Corp I (incorporated by reference to Exhibit 3.5 to PROOF Acquisition Corp I’s Registration Statement on Form S-4 (File No.

333-274082), filed with the Securities and Exchange Commission on August 18, 2023).

Second Amended and Restated Certificate of Incorporation of Volato Group, Inc., as amended through February 19, 2025.

Third Amended and Restated Bylaws of Volato Group, Inc.

PROOF Acquisition Corp I, as amended through October 10, 2024.

Specimen Class A Common Stock Certificate of Volato Group, Inc (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).

5 unchanged sentences