PROOF Acquisition Corp I *

PROOF Acquisition Corp I *

Nov 12, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Volato

ENTERPRISE VALUE: $261.1 million
ANTICIPATED SYMBOL: SOAR

PROOF Acquisition Corp I proposes to combine with Volato.

Volato is a private aviation company offering innovative solutions for luxury jet travel. With a modern fleet of luxury private jets, including HondaJet and Gulfstream G280 aircraft, Volato provides a range of services such as fractional ownership with unlimited hours and revenue share, the Stretch Jet Card for flexible scheduling, bespoke aircraft management, and charter services. Catering to various travel needs, from business efficiency to premium leisure, Volato emphasizes luxurious, financially efficient, and sustainable solutions. The company stands out as an industry leader for missions with up to four or ten passengers, focusing on legroom, cabin experience, speed, and efficiency, reflecting a commitment to unparalleled private aviation services.


SUBSEQUENT EVENT – 11/29/23 – LINK

Forward Purchase Agreement

  • Under the Forward Purchase Agreement, the Seller plans, but is not obligated, to buy up to 2.0 million shares of PACI from third parties in the open market before Closing.
    • The number of shares in this agreement can be reduced if the Forward Purchase Agreement is terminated early as outlined in the “Optional Early Termination” section of the agreement.
  • The Forward Purchase Agreement states that the Seller will receive a cash prepayment equal to the product of the number of shares specified in the Pricing Date Notice and the redemption price paid by PACI on the Closing Date to common stockholders who exercised their redemption rights in relation to the Business Combination, known as the Initial Price.
  • The Seller may partially or fully terminate the Forward Purchase Agreement at any time after the Business Combination by issuing a written notice (OET Notice) to the Counterparty, specifying the quantity of shares to be reduced (Terminated Shares). The Number of Shares will be reduced by the number of Terminated Shares from the OET Date. The Counterparty is entitled to a payment from the Seller equal to the product of the number of Terminated Shares and the Reset Price, initially set at the Initial Price but adjustable after a Dilutive Offering Reset.
  • The Valuation Date for the agreement is the earliest of 24 months post-Closing Date, a date chosen by the Seller following specific trigger events, or a date selected by the Seller at their discretion.
  • On the Cash Settlement Payment Date, 70 trading days after the Maturity Date, the Seller pays the Counterparty based on the Number of Shares and their closing price preceding the Valuation Date if the Valuation Date is determined by the Seller. In other cases, the payment is based on the Number of Shares as of the Valuation Date, adjusted for certain resale or transfer restrictions, multiplied by the VWAP Price minus the Settlement Amount Adjustment.
  • The Settlement Amount Adjustment is calculated as the product of the Maximum Number of Shares minus any Terminated Shares, multiplied by $1.50.

TRANSACTION

  • The transaction values the combined company at a pro forma enterprise value of $261.1 million.
  • The current Volato owners will retain approximately 63.5% of the ownership at close.
  • The parties expect that the proposed transaction will be completed in 2023.

proof


SPAC FUNDING

  • There is no additional funding at this time.

SPONSOR SUPPORT AGREEMENT

  • As part of the Business Combination Agreement, PROOF Acquisition Sponsor I, LLC (the “Sponsor”) entered a support agreement with Volato and PACI (the “Sponsor Support Agreement”).
    • The Sponsor will vote all its Founder Shares in favor of the Business Combination.
    • Additionally, up to 50% of the Founder Shares will be used to meet the minimum cash condition requirement.

LOCK-UP

  • Company and Sponsor
    • 6 months from the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • PACI agreed to use its reasonable best efforts to invest prior to the Closing, or have available in its trust account at the Closing, $35,000,000 net of expenses as more fully described in the Business Combination Agreement.

NOTABLE CONDITIONS TO TERMINATION

  • By written notice by either PACI or Volato if the Transactions are not consummated on or before December 1, 2023

ADVISORS

  • Company
    • BTIG, LLC is serving as a financial advisor.
    • Womble Bond & Dickinson LLP is serving as legal advisor.
  • SPAC
    • Steptoe & Johnson LLP is serving as legal advisor.
    • Lowenstein Sandler LLP is serving as legal advisor.

EXTENSION – 5/24/23 – LINK

  • The SPAC approved the extension from June 3, 2023 to September 3, 2023, and the option to further extend the date by which it has to consummate a business combination beyond September 3, 2023 up to three times for an additional one-month each time to December 3, 2023.
    • 21,156,902 shares were redeemed for $10.50 per share.
    • $480K will be deposited into the trust account to extend until 9/3/23; $160K per month will be deposited thereafter as needed.

MANAGEMENT & BOARD


Executive Officers

John C. Backus, Jr., 63
Chief Executive Officer and Member of the Board

Mr. Backus brings more than 37 years of investment and executive experience spanning the private and public sectors. Mr. Backus is currently a founder and Managing Director of PROOF.VC, a venture capital firm at the forefront of monetizing expiring pro rata rights. Mr. Backus has served as co-founder and Managing Partner of the PROOF Fund since 2015, which he co-founded with his partners Thanasis Delistathis and John Burke. At PROOF.VC, Mr. Backus has been responsible for many high-profile investments, including Beyond Meat Inc. (IPO), Skillz Inc. (SPAC merger), Zipline International, Inc., DailyPay, Carta, Inc., and Yanka Industries, Inc. (dba Masterclass). He also is an advisor to the family office of Saudi Prince Khaled bin Alwaleed bin Talal Al Saud, as well as the venture growth firm Blue Heron Capital. Mr. Backus began his career in 1981 at Bain & Company’s small but rapidly growing Menlo Park office, with a focus on consumer product companies. He became the first Bain & Company consultant to transition to a full-time permanent role at a Bain Capital company in 1985. He became the chief financial officer of Key Airlines, Bain Capital’s first investment. At Key Airlines, Mr. Backus obtained a security clearance, and he later led the military business of the acquirer of Key Airlines, World Airways. That line of business was responsible for a majority of World Airways’ revenue at one point. In 1991, Mr. Backus was awarded the Desert Storm/Desert Shield Civilian Medal for his efforts at World Airways. Mr. Backus co-founded US Order, an early electronic banking company, in 1990. After selling part of the business to Visa in 1994, he and co-founder William F. Gorog took the company public in 1995. Mr. Backus served as CEO of US Order until 1998, when he stepped down to found Draper Atlantic, an early-stage venture capital firm. Notable exits that Mr. Backus was involved with at Draper Atlantic include DivX (IPO), Mobile365 (sold to Sybase), and GlobalLogic (sold to Apax). In 2006, Mr. Backus and his team merged with another group to form New Atlantic Ventures, where he was responsible for a number of large exits including Invincea (sold to Sophos) and TwoSix Labs (sold to Carlyle). Mr. Backus graduated from Stanford University with both a degree in Economics as well as an MBA. Active in his community, Mr. Backus has served on the Board of Directors of The Wolftrap Foundation for the Performing Arts (Chair); the Northern Virginia Technology Council (Chair); The Colorectal Cancer Alliance (Chair) and The National Venture Capital Association (Executive Committee).


Steven P. Mullins, 55
Chief Financial Officer

Mr. Mullins brings over 20 years of experience as a chief financial officer, board member, partner in investment funds, and senior financial advisor. Mr. Mullins, through his consulting firm, SPM Consulting, is currently the chief financial officer of several early stage technology companies, including Rebellion Defense, Inc., Bloom Protocol, LLC, Endera Systems, LLC, Redjack, LLC, A2P, LLC, Percipient.ai, Inc., Qmulos, Inc., Earth Optics, Inc., and INADEV Corporation. He is the current Chairman of the Board of Advisors of INADEV Corporation, a government services and commercial product company. He also is an advisor to the family office of Saudi Prince Khaled bin Alwaleed bin Talal Al Saud. Mr. Mullins was the Chief Financial Officer and Treasurer of InteliData Technologies Corporation which was publicly traded on the NASDAQ from 1999-2002 after serving as its Director of Finance and Controller. Mr. Mullins has also served on the Board of Visitors at his alma mater, George Mason University, where he was Chairman of the Audit Committee for 2 years and Vice Chairman of the Finance and Land Use Committee for 2 years.


Michael W. Zarlenga, 53
General Counsel and Corporate Secretary

Mr. Zarlenga has been practicing corporate and securities law for more than 25 years and currently serves as the General Counsel for PROOF.VC, a role he has held since January 2019. Since joining PROOF.VC, Mr. Zarlenga has formed and overseen the funding of PROOF Fund II, a $120 million venture capital fund, overseen investments in more than 60 rounds of financing utilizing special purpose vehicles totaling in excess of $140 million, and has overseen exits from Beyond Meat Inc. (IPO), Casper (IPO), Frontier Car Group (tender offer), TubiTV (merger with Fox), Skillz Inc. (SPAC merger), Desktop Metal, Inc. (SPAC merger), and Astra Space, Inc. (SPAC merger). Prior to joining PROOF.VC, Mr. Zarlenga served as Of Counsel at Bergstrom Law Firm, PLLC, from January 2015 to December 2018. Over the course of his legal career, Mr. Zarlenga has advised clients including publicly traded and privately-held corporations, partnerships, financial institutions, underwriters, individuals, and investor groups in connection with formation and corporate governance, mergers and acquisitions, regulatory and enforcement proceedings, reorganizations, private and public debt and equity offerings, and reporting requirements under the Securities Exchange Act of 1934. Prior to joining PROOF.VC, Mr. Zarlenga served as General Counsel and Corporate Secretary to Carson America, Inc., Dr. Benjamin S. Carson’s Principal Campaign Committee for seeking the Republican National Committee’s 2016 Presidential Nomination. Mr. Zarlenga is also an entrepreneur, owning and managing a successful small business.



Board of Directors

Peter C. Harrison, 58
Chairman of the Board of Directors

Mr. Harrison brings 35 years of executive and investment experience spanning the private and public technology sectors. Since July 2018, Mr. Harrison has served as the Founder and General Partner of Sand Hill Capital, a fund focused on social and environmental impact investing. He also serves as a board trustee of George Washington University where he co-chairs the ESG taskforce. In 1990 he co-founded, Seer Technologies, an IBM backed spin-off from Credit Suisse First Boston where he was working at the time. He led the growth of Seer’s international business , culminating in an IPO in 1995. In 1996 Mr. Harrison joined Versata, an early stage technology start-up in the Bay Area where he led the growth of their revenues as Senior Vice President, culminating in an IPO in 2000. In 2001 Mr. Harrison joined GlobalLogic as CEO, a technology service firm, which over the next 10 years grew to over 6,000 employees attracting investments from NEA, Sequoia Capital and Goldman Sachs along the way. GlobalLogic was itself acquired by Apax Partners in 2013. In 2013 Mr. Harrison took over as CEO of Snagajob, a marketplace for hourly workers with over 60 million users in 2015. While there, he recapitalized the business and grew software revenues significantly. He presently sits on several boards of technology companies and collaborates with venture capital and private equity funds, advising them on new investments. Mr. Harrison is a limited partner in PROOF.VC, and has co-invested in 19 PROOF.VC companies.


Coleman Andrews, 66
Member of the Board (Lead Independent Director)

Mr. Andrews is the Founder, Chief Executive Officer, and Co-Owner of RMWC, a role he has held since June 2008, managing strategies primarily in private credit markets. Previously, Mr. Andrews was Co-Founding Partner of Bain Capital, one of the nation’s pre-eminent private equity firms. During his nine-year tenure at Bain Capital and Bain & Company, he progressed from Associate to Partner of Bain & Company before starting Bain Capital in partnership with Mitt Romney, among others. Mr. Andrews previously served as Chairman and CEO of Rocky Mountain Capital, a financial services enterprise with investment management and banking interests. In 1998, Mr. Andrews was recruited by the government of President Nelson Mandela to serve as CEO of South African Airways. From 1986-1997, Mr. Andrews was Chairman/CEO of World Airways. Mr. Andrews is a member of the Board of Directors of the Stanford University Department of Athletics, Physical Education and Recreation (DAPER) Investment Fund. He previously served for 13 years as a global advisor to Trilantic Capital Partners. He is also a board member of Achungo Children’s Center in western Kenya, where he participates in teaching, tutoring, and mentoring the orphans and vulnerable children of Achungo, as well as in setting and overseeing the strategic and financial direction of that entity. Mr. Andrews was awarded the Civilian Desert Shield/Desert Storm Air Medal by the United States Air Force for his volunteer service in the war zone during the 1990/1991 Gulf War. He served in The White House of President Gerald Ford, where he advanced from a summer intern to a Presidential appointment on the staff of The White House Economic Policy Board. He holds an M.B.A. from Stanford University, where he was named an Arjay Miller Scholar, and holds a B.A. from Dartmouth College, High Honors in Economics, magna cum laude, where he was a Rufus Choate Scholar.


Mark Lerdal, 62
Member of the Board

Mark Lerdal brings more than 30 years of executive leadership experience. Since April 2014, he has served as the Executive Chairman of Leaf Clean Energy Company, formerly listed on the LSE, a renewable energy and sustainable technology investment firm which provides venture and growth capital across the renewable energy industry. He is an independent director at Allied Minds, plc (LSE:ALM) an IP commercialization company focused on early-stage development within the technology sector, a role he has held since December 2019. Since July 2016, he has acted as an adviser to Northleaf Capital Partners in its US-based investments in renewable energy. Additionally, he serves on the boards (including as chairman) of several private companies. Mr. Lerdal served as Chief Executive Officer of MP2 Capital, LLC, a photovoltaic development and finance firm, from June 2009 through December 2015. He was president of Hydrogen Energy California, a developer of a carbon capture and sequestration facility, from September 2011 through March 2013, and he acted as Managing Director at KKR Finance in its debt securities division from 2006 through 2008. Earlier in his career, he was president and chief executive officer of Kenetech Corporation a publicly-traded supplier of goods and services to the electric utility industry. Later, he participated in a take-private transaction of Kenetech together with an affiliate of ValueAct Capital. He began his career as a corporate and securities attorney with Brobeck, Phleger & Harrison. He has a law degree from Northwestern University and an AB from Stanford University.


Lisa Suennen, 55
Member of the Board

Lisa Suennen has 35 years’ experience as an entrepreneur, corporate executive, venture investor, board member and management consultant in the healthcare field. Since January 2019, Ms. Suennen has served in various roles at Manatt, Phelps & Phillips, a large multi-disciplinary professional services firm, where she currently leads the Digital & Technology Practice. Ms. Suennen also currently leads the firm’s venture capital fund, Manatt Venture Fund, LLC, and its sister entity, MPP Holdings, LLC. In these roles, she sits on the firm’s Executive Committee, is a business development leader and leads the fund’s investment strategy, in addition to providing consulting services. From 2016 to 2018, Ms. Suennen was Senior Managing Director at GE Ventures, leading the firm’s healthcare venture fund. At the time, GE Ventures was ranked among the world’s top 20 best performing corporate venture funds by CB Insights. From 2014 to 2016, Ms. Suennen operated Venture Valkyrie Consulting, advising global healthcare corporations around corporate venture capital and digital health strategy. During that time, she worked with the American Heart Association to establish Cardeation Capital the AHA’s first venture fund. From 1998-2014, Ms. Suennen was a partner of Psilos Group, a healthcare-focused venture capital firm. Ms. Suennen headed Psilos’ West Coast office from the firm’s founding in 1998 and focused on investments in the healthcare information technology, healthcare services and medtech sectors. From 1989 through 1998, Ms. Suennen held several senior executive roles at Merit Behavioral Care (formerly American Biodyne, Inc.), one of the first managed behavioral healthcare firms. Previously, Ms. Suennen worked in various product and marketing roles in the tech sector, including at Ingres, XOpen and Regis McKenna, Inc. Ms. Suennen is currently a Board Member of digital health companies VIVE Benefits and Health Reveal, and global digital health organization HealthXL. She is Chairman of the Advisory Board of NASA’s Translational Research Institute, which is focused on innovative approaches to reduce risks to humans on long-duration exploration missions. She also currently serves on the Advisory Boards of Longitude Capital, Aphelion Capital and Nina Capital, all healthcare-focused venture funds. Ms. Suennen is also on faculty at the UC Berkeley Haas School of Business; she is a Fellow of the inaugural class of the Aspen Institute’s Health Innovators Fellowship. Ms. Suennen was a co-founder of CSweetener, a not-for-profit focused on matching women in and nearing the healthcare C-Suite with mentors. CSweetener was acquired by the HLTH Foundation in 2019. Ms. Suennen serves on the Board of the Dignity Health Foundation, is a member of the American Heart Association One Brave Idea II Advisory Board, is a member of the International Digital Health Advisory Board of the Murdoch Children’s Research Institute, an affiliate of the Royal Murdoch Children’s Hospital, and is Chair of the Investment Advisory Committee for ANDHealth, Australia’s National Digital Health Initiative. In 2013 Ms. Suennen published the book Tech Tonics about the intersection of technology and health.