OTHER INFORMATION
−Removed: (a) During the quarter ended September 30, 2024, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
−Removed: (b) During the quarter ended September 30, 2024, there were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.
−Removed: (c) During the quarter ended September 30, 2024, no officer or director adopted or terminated (1) a plan, contract, or set of instructions intended to by covered by the 10b5-1 affirmative defense or (2) a written trading arrangement as defined in Item 408(c) of Regulation S-K.
+Added: (a) During the quarter ended March 31, 2025, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
+Added: (b) During the quarter ended March 31 ,2025, there were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.
+Added: • (c) During the quarter ended March 31, 2025, 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.
Exhibit Index
Number Description
−Removed: Second Amended and Restated Certificate of Incorporation of Volato Group, Inc., as amended through October 28, 2024.
−Removed: Third Amended and Restated Bylaws.
−Removed: Business Loan and Security Agreement, dated July 26, 2024, between Volato, Inc.
−Removed: and TVT Capital Source LLC (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2024).
−Removed: Aircraft Purchase and Sale Agreement, dated as of August 9, 2024, between Volato, Inc.
−Removed: and TVPX Aircraft Solutions, Inc.
−Removed: (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2024).
−Removed: Aircraft Lease Agreement (S/N 2282), dated as of August 9, 2024, between Volato, Inc.
−Removed: and TVPX Aircraft Solutions, Inc.
−Removed: (incorporated by reference herein from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2024).
−Removed: Form of Indemnification Agreement (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2024).
−Removed: Form of Stock Option Agreement (incorporated by reference herein from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2024).
−Removed: Aircraft Management Services Agreement, dated September 2, 2024, between flyExclusive, Inc.
−Removed: and Volato Group, Inc.
−Removed: (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2024).
−Removed: Settlement Agreement and Stipulation dated November 4, 2024 by and between Volato Inc.
−Removed: Holdings Corporation (incorporated by reference hereon from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2024).
+Added: Second Amended and Restated Certificate of Incorporation of Volato Group, Inc., as amended through February 19, 2025 (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended December 31, 2024).
+Added: Third Amended and Restated Bylaws of Volato Group, Inc.
+Added: PROOF Acquisition Corp I, as amended through October 10, 2024 (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended December 31, 2024).
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
8 unchanged sentences
*Filed herewith
−Removed: ** Furnished herewith
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned;
1 unchanged sentence
VOLATO GROUP, INC.
−Removed: November 19, 2024 By:
/s/ Matthew Liotta
1 unchanged sentence
Chief Executive Officer
−Removed: November 19, 2024 By:
/s/ Mark Heinen
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.