SOAR / Volato Group, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

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.

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.

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

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

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.

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

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

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..

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

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

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

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

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

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 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

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 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

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

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 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.

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

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

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

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.

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

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

Exhibit 3.1

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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

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

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

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.

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

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).

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

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

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

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

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

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

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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

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

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 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

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

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

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

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

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.

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.

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

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

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

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

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,

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.

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.

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.

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

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

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. 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

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

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.

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

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.

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

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

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.

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 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

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. 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

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 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.

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

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

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

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 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

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.

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. 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

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 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.

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 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

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

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 26, 2024

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

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.

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

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.

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.

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 July 16, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 16, 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.

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/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

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 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

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.

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

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.

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

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

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.

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

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

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.

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

[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

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 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

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

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

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

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

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

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

Exhibit 107 Form S-1 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share 457(o) — — $25,000,000 0.00014760

® ENJOY FLYING MORE INVESTOR PRESENTATION APRIL 2024 NYSE:SOAR Disclaimer 2 Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities law

Exhibit 99.1 ® ENJOY FLYING MORE INVESTOR PRESENTATION APRIL 2024 NYSE:SOAR Disclaimer 2 Disclosure Regarding Forward-Looking Statements Some statements in this Presentation may be considered “forward-looking statements” for purposes of the Federal securities laws. Forward-looking statements generally relate to management’s current expectations, hopes, beliefs, intentions, strategies, or projectio

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 17, 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): April 17, 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 Reports Operational KPIs for the First Quarter 2024

Volato Reports Operational KPIs for the First Quarter 2024 Atlanta, GA – April 18, 2024 – Volato Group, Inc.

As filed with the Securities and Exchange Commission on April 24, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 24, 2024 Registration Statement No.

Volato Announces Changes to Board Composition Volato to Announce First Quarter 2024 Results on Wednesday, May 15, 2024

Exhibit 99.2 Volato Announces Changes to Board Composition Volato to Announce First Quarter 2024 Results on Wednesday, May 15, 2024 Atlanta, GA – April 23, 2024 – Volato Group, Inc. (“Volato,” or the “Company”) (NYSE American: SOAR) today announced that it has appointed Christopher G. Burger and Fred A. Colen to the Company’s Board of Directors. As part of this announcement, Joan Sullivan Garrett,

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): April 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 File

VOLATO GROUP, INC.

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-276479 PROSPECTUS 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 This prospectus relates to the offer and sale, from time to time, by the selling stockholders named in th

VOLATO GROUP, INC.

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-276479 PROSPECTUS 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 This prospectus relates to the offer and sale, from time to time, by the selling stockholders named in th

Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 (844) 399-8998

Volato Group, Inc. 1954 Airport Road, Suite 124 Chamblee, Georgia 30341 (844) 399-8998 April 11, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Volato Group, Inc. Registration Statement on Form S-1 File No. 333-276479 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securitie

As filed with the Securities and Exchange Commission on April 2, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 2, 2024 Registration No.

* * *

April 2, 2024 Via EDGAR Michael Purcell United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

✓ • ✓ • ✓ ✓ • • ✓ • • • • • • • • • • • • • • • • • Volato’s fractional model incentivizes owners to acquire a larger share than required by anticipated usage, providing Volato excess aircraft availability ~70% compared to the traditional industry av

✓ • ✓ • ✓ ✓ • • ✓ • • • • • • • • • • • • • • • • • Volato’s fractional model incentivizes owners to acquire a larger share than required by anticipated usage, providing Volato excess aircraft availability ~70% compared to the traditional industry average of 5-10%1 per year per Fractional Aircraft. • • • • • • • • • • • • • • • • o • o • o o • o o • o • o • • • • • • • • • • •

Regulation FD Disclosure, 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): March 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

VOLATO GROUP, INC. CLAWBACK POLICY

VOLATO GROUP, INC. CLAWBACK POLICY 1. Purpose. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”) and the Board believe it is desirable and in the best interests of the Company and its stockholders to maintain a culture that emphasizes accountability and integrity and that discourages conduct detrimental to the Company and its

Volato Group, Inc. List of Subsidiaries

Exhibit 21.1 Volato Group, Inc. List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Formation Volato, Inc. Georgia Fly Vaunt, LLC Georgia Gulf Coast Aviation, Inc. Texas G C Aviation, Inc. d/b/a Volato Texas

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of 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, 2023 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

Volato Reports Fourth Quarter and Full Year 2023 Results Improved Demand Mix Drove Higher Blended Yield and Aircraft Usage Revenue Increased Size of Floating Fleet in FY 2023 to 24 HondaJet IIs Expect Delivery of 10-14 New Aircraft in FY 2024

Volato Reports Fourth Quarter and Full Year 2023 Results Improved Demand Mix Drove Higher Blended Yield and Aircraft Usage Revenue Increased Size of Floating Fleet in FY 2023 to 24 HondaJet IIs Expect Delivery of 10-14 New Aircraft in FY 2024 Atlanta, GA – March 26, 2024 - Volato Group, Inc.

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): March 17, 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

Regulation FD Disclosure, 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): February 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 Fi

INVESTOR PRESENTATION FEBRUARY 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 la

INVESTOR PRESENTATION FEBRUARY 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.

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

SC 13G/A 1 cohenco-soar123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* VOLATO GROUP, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 74349W104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

SOAR / Volato Group, Inc. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm245838d14sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1 ) Volato Group, Inc. (f/k/a PROOF Acquisition Corp I) (Name of Issuer) Class A common stock, $0.000

PACI.U / PROOF Acquisition Corp I Units Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

SC 13G 1 tm246034d30sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Volato Group, Inc. (Name of Issuer) Class A (Title of Class of Securities) 74349W203 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

As filed with the Securities and Exchange Commission on February 9, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 9, 2024 Registration No.

February 9, 2024

February 9, 2024 Michael Purcell United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

SOAR / Volato Group, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 p24-0470sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Volato Group, Inc. (formerly known as PROOF Acquisition Corp I) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) December 31, 2023 (Date of event which requires f

Form S-8 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Form S-8 (Form Type) Volato Group, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity(3) Common Stock, par value $0.0001 per share 457(c) and 457(h) 5,608,690

VOLATO GROUP, INC. 2021 EQUITY INCENTIVE STOCK PLAN (AS ASSUMED BY VOLATO GROUP, INC. AND AMENDED AND RESTATED) EFFECTIVE DECEMBER 1, 2023 (Formerly, the Volato, Inc. 2021 Equity Incentive Plan)

Exhibit 10.2 VOLATO GROUP, INC. 2021 EQUITY INCENTIVE STOCK PLAN (AS ASSUMED BY VOLATO GROUP, INC. AND AMENDED AND RESTATED) EFFECTIVE DECEMBER 1, 2023 (Formerly, the Volato, Inc. 2021 Equity Incentive Plan) 1. Purposes of the Plan. The purposes of this 2021 Equity Incentive Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide ad

As filed with the Securities and Exchange Commission on February 5, 2024

As filed with the Securities and Exchange Commission on February 5, 2024 Registration No.

VOLATO GROUP, INC. 2023 STOCK INCENTIVE PLAN

Exhibit 10.1 VOLATO GROUP, INC. 2023 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 Com

Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 26, 2024.

EX-99.2 3 tm243910d5ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

PACI / PROOF Acquisition Corp I - Class A / Magnetar Financial LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm243910d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* VOLATO GROUP, INC. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 74349W104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

Joint Filing Agreement, dated as of January 26, 2024, among the Reporting Persons.

EX-99.1 2 tm243910d5ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of VOLATO GROUP, INC. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit

Volato Expands Operational KPI Disclosures Key Metrics Reflect Improvements in Customer Mix and Growth in Yield per Flight Hour

Exhibit 99.2 Volato Expands Operational KPI Disclosures Key Metrics Reflect Improvements in Customer Mix and Growth in Yield per Flight Hour Atlanta, GA - January 22, 2024 – Volato Group, Inc. (“Volato,” or the “Company”) (NYSE American: SOAR), a leading private aviation company in the United States, today supplemented its January 4, 2024 disclosure of Key Performance Indicators (KPIs) with Empty

Volato Reports Operational KPIs for 2023 Steady Growth in Volato’s Key Metrics Reflect Strong Customer Engagement

Exhibit 99.1 Volato Reports Operational KPIs for 2023 Steady Growth in Volato’s Key Metrics Reflect Strong Customer Engagement Atlanta, GA – January 4, 2024 – Volato Group, Inc. (NYSE American: SOAR), a leading private aviation company in the United States, today announced three Key Performance Indicators (KPIs), including Total Flight Hours, Light Jet Market Share and Net Promoter Score, to provi

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 22, 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): January 22, 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

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 9, 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): January 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

Form of Employee Invention Assignment, Restrictive Covenants, and Confidentiality Agreement (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on January 16, 2024).

Exhibit 10.1 VOLATO, INC. EMPLOYEE INVENTION ASSIGNMENT, RESTRICTIVE COVENANTS, AND CONFIDENTIALITY AGREEMENT This Employee Invention Assignment, Restrictive Covenants, and Confidentiality Agreement (the “Agreement”) is made and entered into as of January , 2024, to be effective December 1, 2023 (the “Effective Date”), by and among [Employee Name] (the “Employee”), Volato Group, Inc. (fka PROOF Ac

As filed with the Securities and Exchange Commission on January 12, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 12, 2024 Registration No.

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

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

PACI / PROOF Acquisition Corp I - Class A / Vellar Opportunities Fund Master, Ltd. Passive Investment

SC 13G 1 cohenco-soar120423.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Volato Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) December 04, 2023 (Date of Event Which Requires Filing of this Statement) Check the

AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

Exhibit 99.2 AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2023, is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and th

PACI / PROOF Acquisition Corp I - Class A / PROOF Acquisition Sponsor I, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VOLATO GROUP, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) Jennifer Liotta c/o Volato Group, Inc. 1954 Airport Rd Ste 124, Atlanta, Georgia, 30341 Phone: (904) 539-7404 (Name, Address and Te

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D.

PACI / PROOF Acquisition Corp I - Class A / Liotta Matthew - SC 13D Activist Investment

SC 13D 1 ef20016467sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VOLATO GROUP, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W 104 (CUSIP Number) Matthew Liotta 1954 Airport Road, Suite 124 Chamblee, GA 844-399-8998 (Name, Address and Telephone Num

PACI / PROOF Acquisition Corp I - Class A / Cooper Nicholas James - SC 13D Activist Investment

SC 13D 1 ef20016469sc13da.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VOLATO GROUP, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74349W104 (CUSIP Number) Nicholas Cooper 1954 Airport Road, Suite 124 Chamblee, GA 844-399-8998 (Name, Address and Telephone Nu

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 1, 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 1, 2023 VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporat

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included in the Form S-4 filed with the SEC on November 3, 2023. Unless the context otherwise requires, all references in this section to the “Combined Company” refer to Volato Group, Inc., or PACI, and its wholly-owned subsidiaries after giving effect t

PRE-DELIVERY PAYMENT AGREEEMENT

Exhibit 10.14 PRE-DELIVERY PAYMENT AGREEEMENT THIS PRE-DELIVERY PAYMENT AGREEMENT (this “PDP Agreement”) is dated effective as of October 5, 2022 (the “Effective Date”), by and between SAC LEASING V280, LLC, a Delaware limited liability company, as lender (“PDP Lender”), and VOLATO, INC., a Georgia corporation, as borrower (“PDP Borrower”). RECITALS WHEREAS, PDP Borrower has entered into the Purch

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 1, 2023 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 1, 2023 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

SUBSIDIARIES OF THE COMPANY

Exhibit 21.1 SUBSIDIARIES OF THE COMPANY Subsidiary State of Incorporation Volato, Inc. Georgia Gulf Coast Aviation, Inc.* Texas G C Aviation, Inc. d/b/a Volato* Texas *Wholly-owned subsidiaries of Volato, Inc., which is a wholly-owned subsidiary of Volato Group, Inc.

AMENDMENT to LETTER AGREEMENT

Exhibit 10.12 AMENDMENT to LETTER AGREEMENT THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is entered into as of December 1, 2023, by and between BTIG, LLC (“BTIG”), and Volato, Inc. (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the engagement letter dated November 28, 2022, by and between BTIG and the

Volato Announces Closing of Business Combination with PROOF Acquisition Corp I; Secures Additional Equity Financing Announces Closing of an Additional $12 Million of Combined Investments to Fund Business Operations and Grow Volato Fleet Follows PROOF

Exhibit 99.3 Volato Announces Closing of Business Combination with PROOF Acquisition Corp I; Secures Additional Equity Financing Announces Closing of an Additional $12 Million of Combined Investments to Fund Business Operations and Grow Volato Fleet Follows PROOF Stockholders’ Approval of the Business Combination with Volato at Special Meeting on November 28, 2023 Shares and Warrants to Trade on t

AMENDMENT to LETTER AGREEMENT

Exhibit 10.11 AMENDMENT to LETTER AGREEMENT THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is entered into as of November 30, 2023, by and between LSH Partners Securities LLC (“LSHP”), and PROOF Acquisition Corp I (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the engagement letter dated July 26, 2023,

Employment Agreement

Exhibit 10.8 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Keith Rabin (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, date

INDEX TO THE CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS

Exhibit 99.1 INDEX TO THE CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS Unaudited Condensed Consolidated Financial Statements Consolidated Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (audited) [2] Consolidated Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022 [3] Consolidated Condensed Statements of Sh

[Remainder of Page Intentionally left Blank]

Exhibit 10.13 December 1, 2023 STRICTLY CONFIDENTIAL Mr. Keith Rabin Volato, Inc. 1954 Airport Road Suite 124 Chamblee, GA 30341 Re: Advisory Engagement Amendment Dear Keith: This is an amendment (the “Amendment”) to the advisory engagement agreement dated October 16, 2023 between Volato, Inc. (“Volato”) and Roth Capital Partners, LLC (“Roth”), hereinafter (the “Agreement”). 1. The first paragraph

Employment Agreement

Exhibit 10.7 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Michael Prachar (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement,

Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Mark Heinen (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).

Exhibit 10.5 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Mark Heinen (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, date

Employment Agreement, dated December 1, 2023, between Volato Group, Inc., Volato, Inc. and Matthew Liotta (incorporated by reference herein from the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023).

Exhibit 10.6 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Matthew Liotta (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, d

AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

Exhibit 10.9 AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2023, is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the under

VOLATO GROUP, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on December 1, 2023. Effective at the Merger Effective Time associated with the Company’s business combination.)

Exhibit 14.1 VOLATO GROUP, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on December 1, 2023. Effective at the Merger Effective Time associated with the Company’s business combination.) A: PURPOSE The Board of Directors (the “Board”) of Volato Group, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”)

Employment Agreement

Exhibit 10.4 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Steven Drucker (the “Executive”), Volato Group, Inc. (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, d

December 7, 2023

Exhibit 16.1 December 7, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Volato Group, Inc. (formerly known as “PROOF Acquisition Corp I”) under Item 4.01 of its Form 8-K dated December 7, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with othe

Employment Agreement

Exhibit 10.3 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and among Nicholas Cooper (the “Executive”), Volato Group, Inc (fka PROOF Acquisition Corp I, the “Parent”), and Volato, Inc. (the “Company,” and together with the Parent, the “Companies”). WHEREAS, pursuant to the terms of that certain Business Combination Agreement, d

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

Exhibit 4.1 NUMBER SHARES C- VOLATO GROUP, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [●] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF VOLATO GROUP, INC. (THE “COMPANY”) transferable on the books of the Company in person or by dul

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 15, 2023, pursuant to the provisions of Rule 12d2-2 (a).

PROOF Acquisition Corp I Announces Intention to Transfer to NYSE American LLC Upon Completion of Business Combination with Volato

Exhibit 99.1 PROOF Acquisition Corp I Announces Intention to Transfer to NYSE American LLC Upon Completion of Business Combination with Volato Reston, VA – November 30, 2023 – PROOF Acquisition Corp I (NYSE: PACI) (“PACI” and, after the consummation of its pending business combination (the “Business Combination”) and following its name change to Volato Group, Inc., “Volato”) today announced that,

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROOF Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation or organization) (Commission File Numbe

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 30, 2023 PROOF ACQUISITION CORP I (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commiss

As filed with the Securities and Exchange Commission on November 30, 2023.

As filed with the Securities and Exchange Commission on November 30, 2023. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROOF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) Delaware 6770 86-2707040 (State or Other Jurisdiction of Incorporation or Organizat

Calculation of Filing Fee Tables Form S-4 (Form Type) PROOF Acquisition Corp I (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) PROOF Acquisition Corp I (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type(1) Security Class Title Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(2) Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

CONSENT OF LSH PARTNERS SECURITIES LLC

Exhibit 99.1 CONSENT OF LSH PARTNERS SECURITIES LLC We have previously consented to the use of our opinion letter dated July 27, 2023 to the Special Committee of the Board of Directors of PROOF Acquisition Corp I (“PACI”), included as Annex D to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 (Registration No. 333-274082), filed by PACI with the Securiti

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, 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): November 24, 2023 PROOF ACQUISITION CORP I (Exact name of registrant as specified in its charter) Delaware 001-41104 86-2707040 (State or other jurisdiction of incorporation) (Commiss

[Signature page follows]

Exhibit 10.1 Date: November 28, 2023 To: PROOF Acquisition Corp I, a Delaware corporation (“PACI”) and Volato, Inc., a Georgia corporation (“Target”). Address: 11911 Freedom Drive, Suite 1080, Reston, Virginia 20190 From: Vellar Opportunities Fund Master, Ltd. (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is to confirm the terms and condi

Filed by PROOF Acquisition Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: PROOF Acquisition Corp I (File No. 001-41104) Volato Announces

Filed by PROOF Acquisition Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: PROOF Acquisition Corp I (File No.

PROOF Acquisition Corp I Announces Filing of Definitive Proxy Statement and Sets November 28, 2023 for Special Meeting of Stockholders to Vote on Merger

Filed by PROOF Acquisition Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: PROOF Acquisition Corp I (File No.

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

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 quarter ended September 30, 2023 ☐ 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 PROOF ACQUISITION CORP I (Ex

PROXY STATEMENT OF PROOF ACQUISITION CORP I PROSPECTUS FOR UP TO 20,707,600 SHARES OF CLASS A COMMON STOCK

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-274082 PROXY STATEMENT OF PROOF ACQUISITION CORP I PROSPECTUS FOR UP TO 20,707,600 SHARES OF CLASS A COMMON STOCK     Dear Stockholders of PROOF Acquisition Corp I: You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of PROOF Acquisition Corp I (“PACI,” “we,” “our,” “us” or the “Comp

PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190

PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 November 9, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190

PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 November 8, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190

PROOF Acquisition Corp I 11911 Freedom Drive, Suite 1080 Reston, VA 20190 November 6, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.

CONSENT OF LSH PARTNERS SECURITIES LLC

Exhibit 99.1 CONSENT OF LSH PARTNERS SECURITIES LLC We hereby consent to the use of our opinion letter dated July 27, 2023 to the Special Committee of the Board of Directors of PROOF Acquisition Corp I (“PACI”), included as Annex D to the proxy statement/prospectus which forms a part of Amendment No. 4 to the Registration Statement on Form S-4 of PACI, filed on or about November 3, 2023 (the “Regi

November 3, 2023

November 3, 2023 Cheryl Brown, Esq. United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: PROOF Acquisition Corp I Amendment No. 3 to Registration Statement on Form S-4 Filed October 31, 2023 File No. 333-274082 Dear Ms. Brown: On behalf of our client, PROOF Acquisition Corp I (referred

EX-99.2

Exhibit 99.2

ROTH CAPITAL PARTNERS, LLC 888 SAN CLEMENTE DRIVE, NEWPORT BEACH, CA 92660 | 800.678.9147 | www.roth.com | Member SIPC / FINRA

Exhibit 10.17 October 16, 2023 STRICTLY CONFIDENTIAL Mr. Keith Rabin President Volato, Inc. 1954 Airport Rd, Suite 124 Chamblee, GA 30341 Re: Advisory Engagement Dear Keith: This letter will confirm our understanding that Volato, Inc. (the “Company”) has engaged Roth Capital Partners, LLC (“Roth”) in connection with the matters described below, subject to the terms and conditions set forth in this

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

As filed with the Securities and Exchange Commission on November 3, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 3, 2023 Registration Statement No.

October 31, 2023

October 31, 2023 Cheryl Brown, Esq. United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: PROOF Acquisition Corp I Amendment No. 2 to Registration Statement on Form S-4 Filed October 20, 2023 File No. 333-274082 Dear Ms. Brown: On behalf of our client, PROOF Acquisition Corp I (referred

EX-99.2

Exhibit 99.2

As filed with the Securities and Exchange Commission on October 31, 2023

S-4/A 1 ny20009935x7s4a.htm S-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 31, 2023 Registration Statement No. 333-274082 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 PROOF ACQUISITION CORP I (Exact Name of Registrant as Specified in Its Charter) D