SOAR / Volato Group, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO GROUP, INC. (E

Volato Group Shareholders Approve Merger with M2i Global

Exhibit 99.1 Volato Group Shareholders Approve Merger with M2i Global Advances Path to Enter the $400 Billion Critical Minerals Market, with Closing Expected by the End of the Second Quarter of 2026. ATLANTA, GA – May 7, 2026 – Volato Group, Inc. (NYSE American: SOAR) (the “Company” or “Volato”) today announced voting results indicate that the shareholders have approved the previously announced me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2026 VOLATO GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Num

Volato Group Shareholders Approve Merger with M2i Global

Exhibit 99.1 Volato Group Shareholders Approve Merger with M2i Global Advances Path to Enter the $400 Billion Critical Minerals Market, with Closing Expected by the End of the Second Quarter of 2026. ATLANTA, GA – May 7, 2026 – Volato Group, Inc. (NYSE American: SOAR) (the “Company” or “Volato”) today announced voting results indicate that the shareholders have approved the previously announced me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2026 VOLATO GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO GROUP, INC. (Exac

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Volato and M2i Global adjusted to give effect to the Merger and certain other related transactions a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2026 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2026 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Volato and M2i Global adjusted to give effect to the Merger and certain other related transactions a

SHARE EXCHANGE AGREEMENT

Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the “Agreement”), dated as of April [●], 2026 (the “Effective Date”), is made by, and between, Volato Group, Inc., a Delaware corporation whose common stock is publicly traded on NYSE under the ticker “SOAR” (“Volato”) and [Investor Name], a [State and Entity Type] (“Investor”). Each of the parties to this Agreement is individual

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2026 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

April 17, 2026

Exhibit 16.1 April 17, 2026 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of Form 8-K dated April 17, 2026 of Volato Group, Inc. and are in agreement with the statements contained in the first, second, third and fourth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained ther

PROXY STATEMENT FOR SPECIAL MEETING OF VOLATO GROUP, INC. PROSPECTUS FOR 119,497,564 SHARES OF CLASS A COMMON STOCK OF VOLATO GROUP, INC.

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-292132 PROXY STATEMENT FOR SPECIAL MEETING OF VOLATO GROUP, INC. PROSPECTUS FOR 119,497,564 SHARES OF CLASS A COMMON STOCK OF VOLATO GROUP, INC. On July 28, 2025, Volato Group, Inc., a Delaware corporation (“Volato”, “we”, “us”, “our” or the “Company”), entered into an Agreement and Plan of Merger and Reorganization (as amended, the “

Security Type

Calculation of Filing Fee Tables S-4 Volato Group, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

As filed with the Securities and Exchange Commission on April 8, 2026.

As filed with the Securities and Exchange Commission on April 8, 2026. Registration No. 333-292132 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporation

VOLATO GROUP, INC. Class A Common Stock (par value $0.0001 per share) ATM Sales Agreement

Exhibit 1.1 Execution Version VOLATO GROUP, INC. Class A Common Stock (par value $0.0001 per share) ATM Sales Agreement March 27, 2026 Curvature Securities, LLC 39 Main Street Chatham NJ 07928 Ladies and Gentlemen: Volato Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Curvature Securities, LLC (the “Agent”) as follows: 1. Issuance and Sale of Sh

Up to $3,700,000 Class A Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-290219 Prospectus Supplement (To Prospectus dated September 12, 2025) Up to $3,700,000 Class A Common Stock This prospectus supplement and the accompanying prospectus relate to the offer by Volato Group, Inc. of shares of our Class A common stock, par value $0.0001 (the “common stock”), pursuant to an ATM Sales Agreement (the “ATM Sales Agreeme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2026 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Security Type

Calculation of Filing Fee Tables S-4 Volato Group, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

As filed with the Securities and Exchange Commission on March 27, 2026.

As filed with the Securities and Exchange Commission on March 27, 2026. Registration No. 333-292132 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2026 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2026 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Volato Announces Receipt of Continued Listing Standards Notice from NYSE American

Volato Announces Receipt of Continued Listing Standards Notice from NYSE American Discloses “Going Concern” Explanatory Paragraph in Auditor’s Report ATLANTA, GA – March 20, 2026 – Volato Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO G

As filed with the Securities and Exchange Commission on March 12, 2026.

As filed with the Securities and Exchange Commission on March 12, 2026. Registration No. 333-292132 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporatio

FIFTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT THIS FIFTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is effective as of March 6, 2026 (the “Amendment Effective Date”), among flyExclusive, Inc. (“Service Provider

aircraftmgmtsrvcsagmt5th FIFTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT THIS FIFTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is effective as of March 6, 2026 (the “Amendment Effective Date”), among flyExclusive, Inc.

Security Type

Calculation of Filing Fee Tables S-4 Volato Group, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into on this 6th day of March, 2026 (the "Closing Date"), by and between Volato Group, Inc., a Delaware corporation (“Parent”), Volato, Inc., a Georgia corp

assetpurchaseagreementno ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into on this 6th day of March, 2026 (the "Closing Date"), by and between Volato Group, Inc.

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Volato Group, Inc.

As filed with the Securities and Exchange Commission on February 10, 2026.

As filed with the Securities and Exchange Commission on February 10, 2026. Registration No. 333-292132 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2026 VOLATO GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2026 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AMENDMENT is made and entered into this 19th day of January, 2026, by and among Volato Group, Inc., a Delaware corporation (“Volato”),Volato Merger Subsidiary, Inc., a Nevada cor

mergeragmtamdno120260116 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AMENDMENT is made and entered into this 19th day of January, 2026, by and among Volato Group, Inc., a Delaware corporation (“Volato”),Volato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of Volato (“Merger Sub”), and M2i Global, Inc., a Nevada corporation (the “Company”). Ea

FORM OF M2i GLOBAL, INC. BOARD OF DIRECTORS AGREEMENT

Exhibit 10.21 FORM OF M2i GLOBAL, INC. BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (the “Agreement”) dated , 2026 and to be effective as of the date of closing of the merger pursuant to the Agreement and Plan of Merger and Reorganization between M2i Global, Inc. (f/k/a Volato Group, Inc.), Volato Merger Subsidiary, Inc. and [●] (f/k/a M2i Global, Inc.) dated July 28, 2025 (the “

As filed with the Securities and Exchange Commission on January 12, 2026.

As filed with the Securities and Exchange Commission on January 12, 2026. Registration No. 333-292132 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporat

Executive Employment Agreement

Exhibit 10.25 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 10th, 2026, by and among Michael Prachar (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain

Executive Employment Agreement

Exhibit 10.24 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of [●], 2026, by and among Doug Cole (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Agreement and P

Executive Employment Agreement

Exhibit 10.22 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of [●], by and among Alberto Rosende (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Agreement and P

M2i GLOBAL, INC. 2026 STOCK INCENTIVE PLAN

Exhibit 10.20 M2i GLOBAL, INC. 2026 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a) Administrator means the Board and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee. (b) Affiliate means any Parent or Subsidiary of the Comp

Executive Employment Agreement

Exhibit 10.23 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of [●], 2026, by and among Mark Heinen (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Agreement and

Calculation of Filing Fee Table Form S-4 (Form Type) VOLATO GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2025 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2025 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

Volato Group Regains Compliance with NYSE American Equity Standards

Volato Group Regains Compliance with NYSE American Equity Standards Company resumes compliance with NYSE American continued listing standards and refocuses on growth initiatives ATLANTA, GA – December 19 , 2025 – Volato Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2025 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

Volato Group Announces Declaration of flyExclusive Stock Dividend to Shareholders

Volato Group Announces Declaration of flyExclusive Stock Dividend to Shareholders ATLANTA, GA – December 16, 2025 – Volato Group, Inc.

Executive Employment Agreement

Exhibit 10.22 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of [●], by and among Alberto Rosende (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Agreement and P

Fairness Opinion – Volato Group Inc. As of September 29, 2025 PRIVATE & CONFIDENTIAL Prepared by:

Exhibit 99.1 Fairness Opinion – Volato Group Inc. As of September 29, 2025 PRIVATE & CONFIDENTIAL Prepared by: December 8, 2025 PRIVATE AND CONFIDENTIAL Board of Directors Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, GA 30341 RE: Houlihan Capital Fairness Opinion – Volato Group Inc. Ladies and Gentlemen: Houlihan Capital, LLC (“Houlihan Capital”) understands that Volato Group, Inc., a

LIST OF SUBSIDIARIES OF VOLATO GROUP, INC.

Exhibit 21.1 LIST OF SUBSIDIARIES OF VOLATO GROUP, INC. Subsidiary Jurisdiction of Incorporation Volato, Inc. Georgia Gulf Coast Aviation, LLC (f/k/a Gulf Coast Aviation, Inc.) Texas Fly Vaunt, LLC Georgia Volato Merger Subsidiary, Inc. Nevada Parslee, LLC Nevada

Calculation of Filing Fee Table Form S-4 (Form Type) VOLATO GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) VOLATO GROUP, INC.

M2i GLOBAL, INC. 2025 STOCK INCENTIVE PLAN

Exhibit 10.20 M2i GLOBAL, INC. 2025 STOCK INCENTIVE PLAN 1. Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a) Administrator means the Board and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee. (b) Affiliate means any Parent or Subsidiary of the Comp

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.8 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and any amendments thereto, to be filed by Volato Group, Inc. with the Sec

FORM OF M2i GLOBAL, INC. BOARD OF DIRECTORS AGREEMENT

Exhibit 10.21 FORM OF M2i GLOBAL, INC. BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (the “Agreement”) dated , 2025 and to be effective as of the date of closing of the merger pursuant to the Agreement and Plan of Merger and Reorganization between M2i Global, Inc. (f/k/a Volato Group, Inc.), Volato Merger Subsidiary, Inc. and [●] (f/k/a M2i Global, Inc.) dated July 28, 2025 (the “

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and any amendments thereto, to be filed by Volato Group, Inc. with the Sec

Executive Employment Agreement

Exhibit 10.24 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of [●], 2025, by and among Doug Cole (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Agreement and P

Executive Employment Agreement

Exhibit 10.23 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of [●], 2025, by and among Mark Heinen (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Agreement and

CONSENT OF HOULIHAN CAPITAL, LLC

Exhibit 99.2 CONSENT OF HOULIHAN CAPITAL, LLC We hereby consent to the inclusion of our opinion letter to the Board of Directors of Volato Group, Inc., as an exhibit to the Registration Statement on Form S-4 as filed by Volato Group, Inc., with the Securities and Exchange Commission, and to the references to our firm and such opinion in such Registration Statement. In giving such consent, we do no

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.7 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and any amendments thereto, to be filed by Volato Group, Inc. with the Sec

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.6 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and any amendments thereto, to be filed by Volato Group, Inc. with the Sec

As filed with the Securities and Exchange Commission on December 15, 2025.

As filed with the Securities and Exchange Commission on December 15, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporation or organization) (Pr

Executive Employment Agreement

Exhibit 10.25 Executive Employment Agreement This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 10th, 2025, by and among Michael Prachar (the “Executive”), M2i Global, Inc. (f/k/a Volato Group, Inc., the “Parent”), and [●] (f/k/a M2i Global, Inc., the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and any amendments thereto, to be filed by Volato Group, Inc. with the Sec

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

Exhibit 99.5 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-4, and any amendments thereto, to be filed by Volato Group, Inc. with the Sec

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Volato and M2i Global adjusted to give effect to the Merger and certain other related transactions a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporat

VOLATO GROUP, INC. Class A Common Stock (par value $0.0001 per share) ATM Sales Agreement

Exhibit 1.1 Execution Version VOLATO GROUP, INC. Class A Common Stock (par value $0.0001 per share) ATM Sales Agreement December 5, 2025 Virtu Americas LLC 1633 Broadway New York, NY 10019 Ladies and Gentlemen: Volato Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows: 1. Issuance and Sale of Shares. The C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2025 VOLATO GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

Up to $9,300,000 Class A Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-290219 Prospectus Supplement (To Prospectus dated September 12, 2025) Up to $9,300,000 Class A Common Stock This prospectus supplement and the accompanying prospectus relate to the offer by Volato Group, Inc. of shares of our Class A common stock, par value $0.0001 (the “common stock”), pursuant to an Equity Distribution Agreement (the “ATM Sal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2025 VOLATO GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Volato and M2i Global adjusted to give effect to the Merger and certain other related transactions a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2025 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Volato and M2i Global adjusted to give effect to the Merger and certain other related transactions a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2025 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

Volato Delivers Third Consecutive Quarterly Profit with Q3 Net Income of $7.1 million and Diluted Net Income Per Share of $1.26 Stockholders’ Equity of $4.1M Positions Company to Regain NYSE American Compliance Debt reduction to $9.5M Meets Closing C

Volato Delivers Third Consecutive Quarterly Profit with Q3 Net Income of $7.1 million and Diluted Net Income Per Share of $1.26 Stockholders’ Equity of $4.1M Positions Company to Regain NYSE American Compliance Debt reduction to $9.5M Meets Closing Condition for Merger with M2i Global Atlanta, GA – November 13, 2025 – Volato Group, Inc. (NYSE American: SOAR) ("Volato" or the "Company") today annou

Volato Group, Inc. 17,205,459 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-291014 PROSPECTUS Volato Group, Inc. 17,205,459 Shares of Common Stock This prospectus relates to the resale from time to time of up to 17,205,459 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Volato Group, Inc. (“we”, “us”, “our” or the “Company”) by the selling stockholder identified herein (collectively, wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2025 VOLATO GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Volato and M2i Global adjusted to give effect to the Merger and certain other related transactions a

As filed with the Securities and Exchange Commission on October 22, 2025.

As filed with the Securities and Exchange Commission on October 22, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 86-2707040 (State or other jurisdiction of incorporation or organization) (IRS Empl

Calculation of Filing Fee Table Form S-3 (Form Type) VOLATO GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2025 VOLATO GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

FORM OF FOURTH TRANCHE CONVERTIBLE NOTE

Exhibit 4.1 FORM OF FOURTH TRANCHE CONVERTIBLE NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

FOURTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT

Exhibit 10.1 FOURTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT THIS FOURTH AMENDMENT TO AIRCRAFT MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is effective as of October 1, 2025 (the “Amendment Effective Date”), among flyExclusive, Inc. (“Service Provider” or “FLYX”) and Volato Group, Inc. (the “Company” or “SOAR”). RECITALS: A. Company and Service Provider previously entered into that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2025 VOLATO GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

EFFECT

X0101 EFFECT 33 LIVE 2025-09-30 16:00:00 S-3 0001853070 Volato Group, Inc. 333-290219

FORM OF SHARE EXCHANGE AGREEMENT

Exhibit 10.1 FORM OF SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the “Agreement”), dated as of September 30, 2025 (the “Effective Date”), is made by, and between, Volato Group, Inc., a Delaware corporation whose common stock is publicly traded on NYSE under the ticker “SOAR” (“Volato”) and (“Investor”). Each of the parties to this Agreement is individually referred to herein as a “Part

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2025 VOLATO GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission F

VOLATO GROUP, INC. Dated as of ______________, 20___ DEBT SECURITIES

Exhibit 4.2 VOLATO GROUP, INC. INDENTURE Dated as of , 20 DEBT SECURITIES Trustee INDENTURE dated as of , 20 , among Volato Group, Inc. a Delaware corporation (the “Company”), and , as trustee (the “Trustee”). WITNESSETH: WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (

As filed with the Securities and Exchange Commission on September 12, 2025.

As filed with the Securities and Exchange Commission on September 12, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOLATO GROUP, inc. (Exact name of registrant as specified in its charter) Delaware 86-2707040 (State or other jurisdiction of (I.R.S. Employer incorporation or organ

Calculation of Filing Fee Table Form S-3 (Form Type) VOLATO GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) VOLATO GROUP, INC.

As confidentially submitted to the Securities and Exchange Commission on September 10, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information contained herein remains stric

As confidentially submitted to the Securities and Exchange Commission on September 10, 2025.

As filed with the Securities and Exchange Commission on September 5, 2025

As filed with the Securities and Exchange Commission on September 5, 2025 Registration No.

CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) VOLATO GROUP, INC. (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 VOLATO GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Volato Delivers Strong Q2 Earnings Accelerates Debt Reduction Ahead of Transformational Merger

Volato Delivers Strong Q2 Earnings Accelerates Debt Reduction Ahead of Transformational Merger Atlanta, GA – August 14, 2025 – Volato Group, Inc.

Agreement and Plan of Merger and Reorganization, dated July 28, 2025, between Volato Group, Inc., Volato Merger Subsidiary, Inc., and M2i Global, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: VOLATO GROUP, INC.; VOLATO MERGER SUBSIDIARY, INC.; and M2i GLOBAL, INC. Dated as of July 28, 2025 TABLE OF CONTENTS Page Section 1. Definitions and Interpretative Provisions. 2 1.1. Definitions. 2 1.2. Other Definitional and Interpretative Provisions. 17 Section 2. Description of Transaction. 17 2.1. The Merger..

Volato Enters $320 Billion Critical Minerals Marketi with Execution of Definitive Agreement to Acquire M2i Global Proposed Business Combination Will Create a Public Company that Aligns with U.S. Mineral Independence Strategy

Exhibit 99.1 Volato Enters $320 Billion Critical Minerals Marketi with Execution of Definitive Agreement to Acquire M2i Global Proposed Business Combination Will Create a Public Company that Aligns with U.S. Mineral Independence Strategy Atlanta, GA and Reno, NV – July 29, 2025 (Globe Newswire) – Volato Group, Inc. (“Volato”) (NYSE American: SOAR), a technology-driven private aviation company and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

Form of Stockholder Voting and Support Agreement.

Exhibit 10.1 Execution Version STOCKHOLDER VOTING AND SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of July 28, 2025, by and among M2i Global, Inc., a Nevada corporation (“M2i”), Volato Group, Inc., a Delaware corporation (“Volato”), Volato Merger Subsidiary, Inc., a Nevada corporation (the “Merger Sub”) and the stockholders listed out on Schedule A of thi

VOLATO GROUP, INC. 2025 STOCK INCENTIVE PLAN

VOLATO GROUP, INC. 2025 STOCK INCENTIVE PLAN 1.Definitions In addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below: (a)Administrator means the Board and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee. (b)Affiliate means any Parent or Subsidiary of the Company, and also i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

Form of Third Tranche 10% Original Issue Discount Senior Unsecured Convertible Promissory Note.

Exhibit 4.1 FORM OF THIRD TRANCHE CONVERTIBLE NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, M

Note About Forward-Looking Statements

Table of Contents Note About Forward-Looking Statements This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

As confidentially submitted to the Securities and Exchange Commission on June 20, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information contained herein remains strictly c

As confidentially submitted to the Securities and Exchange Commission on June 20, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 VOLATO GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

Form of Second Tranche 10% Original Issue Discount Senior Unsecured Convertible Promissory Note.

Exhibit 4.1 FORM OF CONVERTIBLE NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2025 VOLATO GROUP, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu

4,067,553 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287015 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated May 14, 2025) 4,067,553 SHARES OF COMMON STOCK This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in the prospectus dated May 14, 2025 (the “Prospectus”) relating to the resale from time to time of up to 4,067,553 shares of comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

4,067,553 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287015 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated May 14, 2025) 4,067,553 SHARES OF COMMON STOCK This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in the prospectus dated May 14, 2025 (the “Prospectus”) relating to the resale from time to time of up to 4,067,553 shares of comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOL

Volato Reports Positive Net Income in Q1 2025 and Over $20 Million in Debt Reduction; Targets Additional Settlements and Capital Raise to Extend Operating Runway

Volato Reports Positive Net Income in Q1 2025 and Over $20 Million in Debt Reduction; Targets Additional Settlements and Capital Raise to Extend Operating Runway Atlanta, GA – May 15, 2025 – Volato Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 VOLATO GROUP, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu

Volato Group, Inc. 4,067,553 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287015 PROSPECTUS Volato Group, Inc. 4,067,553 Shares of Common Stock This prospectus relates to the resale from time to time of up to 4,067,553 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Volato Group, Inc. (“we”, “us”, “our” or the “Company”) by the selling stockholder identified herein (collectively, with

Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341

Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 May 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Volato Group, Inc. Registration Statement on Form S-1 File No. 333-287015 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933,

As filed with the Securities and Exchange Commission on May 9, 2025.

As filed with the Securities and Exchange Commission on May 9, 2025. Registration No. 333-287015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 VOLATO GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Num

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

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2025 VOLATO GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Num

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) VOLATO GROUP, INC.

Securities Purchase Agreement between the Company and JAK Opportunities IX, LLC, dated December 4, 2024.

Exhibit 10.12 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among Volato Group, Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the “Company”), and the investor signatory hereto (the “Buyer”). RECITALS A. The Company and the Buyer desire to enter into this transactio

Registration Rights Agreement between the Company and JAK Opportunities IX, LLC, dated December 4, 2024.

Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is made by and between JAK Opportunities IX LLC, a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individu

As filed with the Securities and Exchange Commission on May 7, 2025.

As filed with the Securities and Exchange Commission on May 7, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Volato Group, Inc. (Exact name of registrant as specified in its charter.) Delaware 4522 86-2707040 (State or other jurisdiction of incorporation or organization) (Primary

* * *

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] May 7, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar and Karina Dorin Re: Volato Group, Inc. Draft

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO

LETTER

April 29, 2025 Matthew Liotta Chief Executive Officer Volato Group, Inc. 1954 Airport Road Suite 124 Chamblee, GA 30341 Re: Volato Group, Inc. Draft Registration Statement on Form S-1 Submitted April 10, 2025 CIK No. 0001853070 Dear Matthew Liotta: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your regis

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is made by and between JAK Opportunities IX LLC, a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individu

As confidentially submitted to the Securities and Exchange Commission on April 10, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information contained herein remains strictly

As confidentially submitted to the Securities and Exchange Commission on April 10, 2025.

SECURITIES PURCHASE AGREEMENT

Exhibit 10.12 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among Volato Group, Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the “Company”), and the investor signatory hereto (the “Buyer”). RECITALS A. The Company and the Buyer desire to enter into this transactio

Letter from Rose, Snyder & Jacobs LLP, dated as of April 04, 2025 (incorporated by reference herein from Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025).

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant t

List of Subsidiaries (incorporated by reference from Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

Exhibit 21.1 LIST OF SUBSIDIARIES OF VOLATO GROUP, INC. Subsidiary Jurisdiction of Incorporation Volato, Inc. (Legacy Volato) Georgia Gulf Coast Aviation, Inc. Texas G C Aviation, Inc. d/b/a Volato Texas Fly Vaunt, LLC Georgia

VOLATO GROUP, INC. INSIDER TRADING POLICY (Adopted by the Board of Directors on December 1, 2023. Effective at the Merger Effective Time associated with the Company’s business combination.) A. POLICY OVERVIEW Volato Group, Inc. (together, with its su

VOLATO GROUP, INC. INSIDER TRADING POLICY (Adopted by the Board of Directors on December 1, 2023. Effective at the Merger Effective Time associated with the Company’s business combination.) A. POLICY OVERVIEW Volato Group, Inc. (together, with its subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to enable Company employees and service providers to co

Third Amended and Restated Bylaws of Volato Group, Inc., as amended through October 10, 2024 (incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

11/24/23, 10:44 AM sec.gov/Archives/edgar/data/1853070/000114036123040513/ny20009935x1ex3-5.htm https://www.sec.gov/Archives/edgar/data/1853070/000114036123040513/ny20009935x1ex3-5.htm 1/32 EX-3.5 2 ny20009935x1ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 SECOND AMENDED AND RESTATED BYLAWS OF VOLATO GROUP, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the

Second Amended and Restated Certificate of Incorporation of Volato Group, Inc., as amended through February 19, 2025 (incorporated by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

Delaware The First State Page 1 5527927 8100 Authentication: 202968527 SR# 20250603986 Date: 02-19-25 You may verify this certificate online at corp.

DESCRIPTION OF SECURITIES

Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Volato Group, Inc. is not intended to be a complete summary of the rights and preferences of such securities. You are encouraged to read our Charter in its entirety, which is included as Exhibit 3.1 to this Annual Report on Form 10-K, and the applicable definitive documents governing our Warrants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO G

* * *

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] March 21, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris Re: Volato Group, Inc. Revised Preliminary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting

March 17, 2025

March 17, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar and Karina Dorin Re: Volato Group, Inc. Registration Statement on Form S-3 Originally Filed January 13, 2025 File No. 333-284241 Dear Ms. Majmudar and Ms. Dorin: Pursuant to Rule 477 promulgated under the Securi

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] February 28, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Morris Re: Volato Group, Inc. Preliminary Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2025 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

Securities Purchase Agreement between the Company and JAK Opportunities IX, LLC, dated December 4, 2024

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, `is by and among Volato Group, Inc., a Delaware corporation with offices located at 1954 Airport Road, Suite 124, Chamblee, GA 30341 (the “Company”), and the investor signatory hereto (the “Buyer”). RECITALS A. The Company and the Buyer desire to enter into this transactio

As filed with the Securities and Exchange Commission on January 31, 2025

As filed with the Securities and Exchange Commission on January 31, 2025 Registration No.

Registration Rights Agreement between the Company and JAK Opportunities IX, LLC, dated December 4, 2024

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2024, is made by and between JAK Opportunities IX LLC, a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individua

California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin

Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] January 27, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Purcell and Daniel Morris Re: Volato Group, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant t

LETTER

January 17, 2025 Mark Heinen Chief Financial Officer Volato Group, Inc. 1954 Airport Road Suite 124 Chamblee, Georgia 30341 Re: Volato Group, Inc. Preliminary Proxy Statement on Schedule 14A Filed December 31, 2024 File No. 001-41104 Dear Mark Heinen: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested info

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) VOLATO GROUP, INC.

As filed with the Securities and Exchange Commission on January 13, 2025

As filed with the Securities and Exchange Commission on January 13, 2025 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2025 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

Note About Forward-Looking Statements

Table of Contents Note About Forward-Looking Statements This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant t

New York Stock Exchange nyse.com December 19, 2024 Mr. Matthew Liotta Chief Executive Officer Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, GA 30341 Dear Mr. Liotta: NYSE Regulation is issuing this public Warning Letter to Volato Group, I

New York Stock Exchange nyse.com December 19, 2024 Mr. Matthew Liotta Chief Executive Officer Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, GA 30341 Dear Mr. Liotta: NYSE Regulation is issuing this public Warning Letter to Volato Group, Inc. (the “Company”) as provided for in Section 1009(a) of the NYSE American LLC (the “Exchange”) Company Guide (the “Company Guide”). The Warning Lett

Volato Group Announces Resolution of Non-Compliance with the NYSE American Rules

Volato Group Announces Resolution of Non-Compliance with the NYSE American Rules Atlanta, GA – December 24, 2024 – Volato Group, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

December 9, 2024

December 9, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Claudia Riuo Re: Volato Group, Inc. Registration Statement on Form S-1 Originally Filed April 24, 2024 File No. 333-278913 Dear Claudia Rios: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Volato Group,

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______________, is made by and between ___________________, a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC., a company inco

updatedex102-soarformofn REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , is made by and between , a Delaware limited liability company (the “Investor”), and VOLATO GROUP, INC.

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 15 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove

Securities Purchase Agreement between the Company and JAK Opportunities IX, LLC, dated December 4, 2024 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2024).

updatedex101-soarspawith SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2024, is by and among Volato Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2024 VOLATO GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

Form of 10% Original Issue Discount Senior Unsecured Convertible Promissory Note (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2024).

updatedex41-soarformofco FORM OF CONVERTIBLE NOTE NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 14 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 13 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove

Delaware The First State Page 1 5527927 8100 Authentication: 204703867 SR# 20234106450 Date: 12-01-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HER

a20231201volatogroupxar Delaware The First State Page 1 5527927 8100 Authentication: 204703867 SR# 20234106450 Date: 12-01-23 You may verify this certificate online at corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104

THIRD AMENDED AND RESTATED BYLAWS VOLATO GROUP, INC. (THE “CORPORATION”) ARTICLE II STOCKHOLDERS MEETINGS

THIRD AMENDED AND RESTATED BYLAWS OF VOLATO GROUP, INC. (THE “CORPORATION”) ARTICLE II STOCKHOLDERS MEETINGS Section 2.4. Quorum. Except as otherwise provided by applicable law, the Certificate of Incorporation of the Corporation, as the same may be amended or restated from time to time (the ‘‘Certificate of Incorporation’’), or these Second Amended and Restated Bylaws, as the same may be amended

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 12 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

Volato Reports Third Quarter 2024 Results Volato Begins Turnaround with Positive Third Quarter Momentum Achieved Positive Adjusted EBITDA of $3.2 million on Revenue of $40.3 million as Initial Strategic Changes Take Effect Confirms Acceptance of Comp

Volato Reports Third Quarter 2024 Results Volato Begins Turnaround with Positive Third Quarter Momentum Achieved Positive Adjusted EBITDA of $3.

SOAR / Volato Group, Inc. / Vellar Opportunities Fund Master, Ltd. Passive Investment

SC 13G/A 1 cohenco-soar093024a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* VOLATO GROUP, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 74349W104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 001-41104 FORM 12b-25 CUSIP NUMBER: 74349W104 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: September 30, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

Settlement Agreement and Stipulation dated November 4, 2024 by and between Volato Inc. and Sunpeak Holdings Corporation (incorporated by reference herein from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2024).

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 11 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2024 VOLATO GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fil

WBD (US) 4867-2221-6435 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLATO GROUP, INC. Volato Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the Stat

volato-xcertificatexofx WBD (US) 4867-2221-6435 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLATO GROUP, INC.

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 10 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cove

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 9 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 VOLATO GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 8 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 7 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 VOLATO GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

Volato Announces Acceptance of Compliance Plan by NYSE American

Volato Announces Acceptance of Compliance Plan by NYSE American ATLANTA-(BUSINESS WIRE)—Volato Group, Inc (“Volato,” or the “Company”) (NYSE American: SOAR), today announced that the NYSE American LLC (the "NYSE American") has accepted the Company's plan of compliance for continued listing on the exchange.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 6 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

Aircraft Management Services Agreement, dated September 2, 2024, between flyExclusive, Inc. and Volato Group, Inc. (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).

1 AIRCRAFT MANAGEMENT SERVICES AGREEMENT This Aircraft Management Services Agreement (this "Agreement"), is made and entered as of September 2, 2024 (the “Effective Date”), by and among flyExclusive, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission Fi

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 5 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Form of Stock Option Agreement (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2024).

VOLATO GROUP, INC. 2023 STOCK INCENTIVE PLAN Stock Option Agreement THIS AGREEMENT (together with the Grant Notice attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on the Grant Notice, is between VOLATO GROUP, INC., a Delaware corporation (the “Company”), and the individual identified on the Grant Notice attached hereto, an Employee, Director or Independent

Form of Indemnification Agreement (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2024).

INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of , between Volato Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 4 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Volato Announces Fleet Update and Cost Efficiency Measures

Volato Announces Fleet Update and Cost Efficiency Measures Atlanta, GA – August 19, 2024 – Volato Group, Inc.

Aircraft Lease Agreement (S/N 2282), dated as of August 9, 2024, between Volato, Inc. and TVPX Aircraft Solutions, Inc. (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2024).

1 #507053739v1 COUNTERPART 1 OF 4. IN THE EVENT THAT THIS DOCUMENT IS DEEMED TO CONSTITUTE “CHATTEL PAPER” AND MULTIPLE ORIGINAL COUNTERPARTS HAVE BEEN EXECUTED BY THE PARTIES HERETO, THEN COUNTERPART NO. 1 OF 4 ORIGINAL COUNTERPARTS SHALL BE DEEMED THE ONLY ORIGINAL FOR PURPOSES OF DETERMINING WHICH ORIGINAL COUNTERPART CONSTITUTES THE CHATTEL PAPER RESULTING FROM THE INSTANT TRANSACTION. AIRCRAF

Aircraft Purchase and Sale Agreement, dated as of August 9, 2024, between Volato, Inc. and TVPX Aircraft Solutions, Inc. (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on August 16, 2024).

#506663188v1 AIRCRAFT PURCHASE AND SALE AGREEMENT THIS AIRCRAFT PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into effective as of August 9, 2024 (the “Effective Date”) by and among VOLATO, INC.

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 3 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Prospectus Supplement No. 2 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated April 19, 2024, cover

EX-10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 VOLATO GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Form of Restricted Stock Unit Agreement (incorporated by reference herein from the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLA

Q2 2024 EARNINGS August 14, 2024 Customer Designed, Modern, and Efficient ® NYSE: SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the

Q2 2024 EARNINGS August 14, 2024 Customer Designed, Modern, and Efficient ® NYSE: SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws.

Business Loan and Security Agreement, dated July 26, 2024, between Volato, Inc. and TVT Capital Source LLC (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2024).

** PLEASE READ CAREFULLY ** Dear Borrower, we are glad to welcome you to our unique financing program.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on July 26, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 26, 2024 Registration Statement No.

Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc.

As filed with the Securities and Exchange Commission on July 23, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 23, 2024 Registration Statement No.

INVESTOR PRESENTATION JULY 2024 ENJOY FLYING MORE ® NYSE:SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws.

INVESTOR PRESENTATION JULY 2024 ENJOY FLYING MORE ® NYSE:SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws.

Volato Reports Operational KPIs for the Second Quarter 2024 Introduces Contribution KPI Demonstrating Improvements in Margin

Volato Reports Operational KPIs for the Second Quarter 2024 Introduces Contribution KPI Demonstrating Improvements in Margin Atlanta, GA – July 18, 2024 – Volato Group, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on July 16, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 16, 2024 Registration Statement No.

SECURITIES PURCHASE AGREEMENT

Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc.

Volato Announces Receipt of Continued Listing Standards Notice from NYSE American

Volato Announces Receipt of Continued Listing Standards Notice from NYSE American Atlanta, GA – (BusinessWire) - June 21, 2024 - Volato Group, Inc.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File

Volato Announces Receipt of Continued Listing Standards Notice from NYSE American

Volato Announces Receipt of Continued Listing Standards Notice from NYSE American Atlanta, GA – (BusinessWire) - June 21, 2024 - Volato Group, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File N

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu

INVESTOR PRESENTATION JUNE 2024 ENJOY FLYING MORE ® NYSE:SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws.

INVESTOR PRESENTATION JUNE 2024 ENJOY FLYING MORE ® NYSE:SOAR Disclaimer Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws.

[The remainder of this page has been intentionally left blank.]

Exhibit 1.1 A.G.P./Alliance Global Partners Roth Capital Partners, LLC 590 Madison Avenue, 28th Floor 888 San Clemente Drive, Suite 400 New York, NY 10022 Newport Beach, CA 92660 May [ ], 2024 Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 Attention: Matthew Liotta Re: Placement Agency Agreement Dear Mr. Liotta: Subject to the terms and conditions of this letter agreement

Lock-Up Agreement

Exhibit 4.6 Lock-Up Agreement [ ], 2024 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Re: Volato Group, Inc. Proposed Offering Ladies and Gentlemen: The undersigned understands that you (“AGP” and “Roth,” or collectively, the “Placement Agents”) propose to enter into a Pla

SECURITIES PURCHASE AGREEMENT

Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

As filed with the Securities and Exchange Commission on May 23, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 23, 2024 Registration Statement No.

WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC.

Exhibit 4.4 WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC. Warrant Shares: Original Issuance Date: [ ], 2024 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Orig

Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Volato Group, Inc.

PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC.

Exhibit 4.3 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK VOLATO GROUP, INC. Warrant Shares: Original Exercise Date: [ ], 2024 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim

VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders

Table of Contents Prospectus Supplement No. 1 To Prospectus dated April 19, 2024 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-276479 VOLATO GROUP, INC. Up to 8,092,122 Shares of Common Stock Up to 15,226,000 Warrants and Up to 15,226,000 Shares of Common Stock Issuable Upon Exercise of the Warrants Offered by the Selling Stockholders We are supplementing the prospectus dated Apr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 VOLATO GROUP, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commission File Nu

✓ ✓ ✓ ✓ ✓ ✓ • • • • • • • • • • • • • o • o • o o • o o • o • o • • • • • • • • • • •

volato1q24earningspresen ✓ ✓ ✓ ✓ ✓ ✓ • • • • • • • • • • • • • o • o • o o • o o • o • o • • • • • • • • • • •

Volato Reports First Quarter 2024 Results Announces $14.5 Million in New Financing Grew Flight Hours 39% and Blended Yield 8% Year-over-Year Expect Delivery of 10-12 New Aircraft in FY 2024

Volato Reports First Quarter 2024 Results Announces $14.5 Million in New Financing Grew Flight Hours 39% and Blended Yield 8% Year-over-Year Expect Delivery of 10-12 New Aircraft in FY 2024 Atlanta, GA – May 15, 2024 – Volato Group, Inc. (NYSE American: SOAR) (“Volato” or the “Company”), a leading private aviation company and the largest HondaJet operator in the United States, today announced resu