Volato Group (SOAR) risk factors, FY2025 10-K

Risks Related to Our Limited Operating History, Business and Industry

1. 01We have a limited operating history and history of net losses, and may continue to experience net losses in the future
2. 02The Company may not be able to continue to operate its business if it is not successful in securing additional sources of capital and, as a result, may not be able to continue as a going concern
3. 03We may not be able to successfully implement our growth strategies
4. 04We are exposed to the risk of a decrease in demand for private aviation services
5. 05We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on commercially acceptable terms, or at all
6. 06The loss of key personnel upon whom we depend on to operate our business or the inability to attract additional qualified personnel could adversely affect our business
7. 07Federal, state, and local tax rules can adversely impact our results of operations and financial position
8. 08The Company’s ability to utilize its net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations
9. 09If our efforts to continue to build our strong brand identity and achieve high customer satisfaction and loyalty are not successful, we may not be able to attract or retain customers, and our operating results may be adversely affected
10. 10A delay or failure to identify and devise, invest in, and implement certain important technology, business, and other initiatives could have a material impact on our business, financial condition and results of operations
11. 11Our Parslee platform depends on third-party artificial intelligence services, and our business could be adversely affected by changes in the availability, pricing, or performance of those servicesNew
12. 12We rely on our information technology systems to manage numerous aspects of our business. A cyber-based attack of these systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased revenues, and harm to our reputation
13. 13System failures, defects, errors, or vulnerabilities in our website, applications, backend systems, or other technology systems or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations
14. 14If we are unable to adequately protect our intellectual property interests or are found to be infringing on the intellectual property interests of others, we may incur significant expense, and our business may be adversely affected
15. 15As part of our growth strategy, we may engage in future acquisitions that could disrupt our business and have an adverse impact on our financial condition
16. 16We may never realize the full value of our intangible assets or our long-lived assets, causing us to record impairments that may materially adversely affect our financial conditions and results of operations27% rewritten

Risks Related to Legal and Regulatory Matters

1. 17Because our software could be used to collect and store personal information, privacy concerns in the territories in which we operate could result in additional costs and liabilities to us or inhibit sales of our software
2. 18We are subject to the Telephone Consumer Protection Act and similar state laws in connection with our marketing activities, and noncompliance could result in significant financial exposureNew

Risks Related to Our Contractual Obligations

1. 19Our obligations in connection with our contractual obligations, including debt financing obligations, could impair our liquidity and thereby harm our business, results of operations, and financial condition53% rewritten
2. 20Agreements governing our debt obligations include financial and other covenants that provide limitations on our business and operations under certain circumstances, and failure to comply with any of the covenants in such agreements could adversely impact us43% rewritten

Risks Related to Ownership of Our Securities and Being a Public Company

1. 21If we are unable to comply with the continued listing requirements of the NYSE American, then our Common Stock will be delisted from the NYSE AmericanNew
2. 22If our Common Stock is delisted from the NYSE American, then we could face significant and material adverse consequences as a result and our investors will experience limitations upon their ability to effect transactions in our Common Stock67% rewritten
3. 23Issuances of our Common Stock in the future could dilute existing stockholders and adversely affect the market price of our Common StockNew
4. 24Sales of Common Stock, or the perception of such sales, by us in the public market or otherwise, could cause the market price for our Common Stock to decline
5. 25Anti-takeover provisions contained in the Company’s Certificate of Incorporation and applicable laws could impair a takeover attempt
6. 26Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us
7. 27Our Certificate of Incorporation designates specific courts as the exclusive forum for substantially all stockholder litigation matters, which could limit the ability of our stockholders to obtain a favorable forum for disputes with us or our directors, officers or employees
8. 28Our management team has limited experience managing a public company
9. 29The requirements of being a public company may strain our resources, divert our management’s attention, and affect our ability to attract and retain qualified board members
10. 30We may be subject to securities litigation, which is expensive and could divert our management’s attention
11. 31Because we became a publicly traded company by means other than a traditional underwritten initial public offering, our stockholders may face additional risks and uncertainties
12. 32If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our Common Stock, or if our operating results do not meet their expectations, our Common Stock price and trading volume could decline
13. 33The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies