Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-032092

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 6, 2026

VOLATO

GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41104

86-2707040

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1954

Airport Road, Suite 124

Chamblee,

GA 30341

(Address

of principal executive offices) (zip code)

844-399-8998

Registrant’s

telephone number, including area code

(former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock

SOAR

NYSE

American LLC

Warrants,

each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50

SOARW

OTC

Markets Group, Inc.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

July 6, 2026 Volato Group, Inc. (the “Company”) issued a press release announcing its preliminary financial results and operating

update for the second quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated by reference herein.

The

unaudited financial information presented in the press release and this Current Report on Form 8-K is preliminary and may change. The

Company’s financial closing procedures with respect to the estimated financial information provided are not yet complete, and as

a result, the Company’s final results may vary materially from the preliminary results. The Company undertakes no obligation to

update or supplement the information provided in the press release and this Current Report on Form 8-K until the Company releases its

financial statements for the three months ended June 30, 2026, which will be reported in the Company’s Quarterly Report on Form

10-Q for the quarter ended June 30, 2026. The preliminary financial information included in in the press release and this Current Report

on Form 8-K reflects the Company’s current estimates based on information available as of the date hereof and has been prepared

by Company management. This preliminary financial information should not be viewed as a substitute for full financial statements prepared

in accordance with GAAP and is not necessarily indicative of the results to be achieved for any future periods. This preliminary financial

information could be impacted by the effects of financial closing procedures, final adjustments, and other developments.

Preliminary

Second Quarter 2026 Highlights

●

All outstanding convertible notes were eliminated during the

second quarter, leaving the Company with no convertible notes outstanding as of June 30, 2026.

●

Total liabilities, excluding deferred revenue, declined approximately

75% year-over-year to approximately $5 million. Deferred revenue is a non-cash liability and is excluded to provide investors with additional

insight into the Company’s cash obligation.

●

Cash and cash equivalents of approximately $8.4 million as

of June 30, 2026.

●

Record Vaunt cash sales of approximately $2.2 million, representing

56% sequential growth compared to the first quarter of 2026 and 199% growth year-over-year.

●

Vaunt Annual Recurring Revenue (ARR) projected to reach approximately

$4.7 million as of June 30, 2026, representing 51% sequential quarter-end growth and 250% year-over-year growth.

●

Vaunt membership: Approximately 2,743 active paid members,

up 20% sequentially and 71% year-over-year.

●

App downloads: Approximately 346,000 cumulative downloads.

●

More than 2,500 flights booked and flown through the Vaunt

platform since launch.

Item

7.01 Regulation FD Disclosure.

The

information contained above in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein.

The

information above in Item 2.02 and in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed

“filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference

in such filing.

Forward

Looking Statements

This

Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal

securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements

can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation

of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”

“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”

“will,” “should,” “goal,” “could” or “may” or other similar expressions.

Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,

or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking

statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently

delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made

and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance

or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required

by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ

materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited

to, the risk that the Reverse Stock Split may not have the effect of increasing the trading price of the Company’s Common Stock,

the risk that the Company may not be able to maintain compliance with all continued listing requirements, and a variety of economic,

competitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s

periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent

reports filed with the SEC, and other factors that the Company may describe from time to time in other filings with the SEC. You should

understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to

be a complete set of all potential risks or uncertainties.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated July 6, 2026.

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

July 6, 2026

Volato

Group, Inc.

By:

/s/

Mark Heinen

Name:

Mark

Heinen

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Volato

Group Reports Strong Preliminary Second Quarter 2026 Results with Record Vaunt Growth and Strengthened Balance Sheet

Company

exits the quarter with no convertible debt, approximately $8.4 million in cash and a strengthened balance sheet, reinforcing financial

strength and flexibility

strategy continues to advance as management pursues a potential strategic merger transaction targeted for the third quarter of 2026

Record

Vaunt cash sales increase 199% year-over-year as Annual Recurring Revenue (ARR) grows 250% and paid membership rises 71%

ATLANTA,

GA – July 6, 2026 – Volato Group, Inc. (NYSE American: SOAR) (the “Company”) today provided a preliminary

financial and operating update for the second quarter ended June 30, 2026. Based on currently available information, the Company expects

to report the following preliminary second quarter highlights:

Preliminary

Second Quarter 2026 Highlights

●

All outstanding convertible notes were eliminated during the

second quarter, leaving the Company with no convertible notes outstanding as of June 30, 2026.

●

Total liabilities, excluding

deferred revenue, declined approximately 75% year-over-year to approximately $5 million. Deferred revenue is a non-cash liability and

is excluded to provide investors with additional insight into the Company’s cash obligation.

●

Cash and cash equivalents of approximately $8.4 million as

of June 30, 2026.

●

Record Vaunt cash sales of approximately $2.2 million, representing

56% sequential growth compared to the first quarter of 2026 and 199% growth year-over-year.

●

Vaunt Annual Recurring Revenue (ARR) projected to reach approximately

$4.7 million as of June 30, 2026, representing 51% sequential quarter-end growth and 250% year-over-year growth.

●

Vaunt membership: Approximately 2,743 active paid members,

up 20% sequentially and 71% year-over-year.

●

App downloads: Approximately 346,000 cumulative downloads.

●

More than 2,500 flights booked and flown through the Vaunt

platform since launch.

“Our

preliminary second quarter results demonstrate meaningful progress on each of our strategic priorities,” said Mark Heinen, the

Company’s Chief Financial Officer. “During the quarter we strengthened our balance sheet by eliminating all convertible debt,

continued delivering record growth across the Vaunt marketplace, and advanced our broader AI strategy. We believe these accomplishments

position Volato from a position of financial strength as we work toward executing a definitive merger agreement.”

Vaunt

Continues Rapid Growth

Projected

second quarter cash sales of approximately $2.2 million represent the strongest quarterly sales performance in the platform’s

history, while projected ARR of approximately $4.7 million continues to demonstrate the increasing value of Vaunt’s recurring

revenue model.

Management

believes continued operator additions, increasing member engagement, and expanding marketplace activity would position Vaunt for continued

growth throughout 2026.

Executing

Volato’s AI Strategy

During

the second quarter, the Company continued advancing Parslee, its autonomous-work platform designed to help businesses automate complex

workflows through artificial intelligence. Built on the Company’s operational expertise, Parslee combines business context, shared

memory, and human-in-the-loop controls to improve productivity and reduce manual work across enterprise environments.

The

Company also continued evaluating strategic acquisition and merger opportunities aligned with its previously announced focus on artificial

intelligence infrastructure, AI software, data infrastructure, compute, power generation, and related sectors. Management remains engaged

in discussions regarding a potential strategic transaction and is working toward a potential definitive merger agreement during the third

quarter of 2026, subject to the completion of due diligence, negotiation of definitive documentation, shareholder and regulatory approvals

where applicable, and other customary closing conditions.

Management

believes the continued growth of the Vaunt marketplace, the advancement of Parslee, the elimination of all outstanding convertible notes,

and the Company’s strengthened balance sheet provide a solid operating and financial foundation as the Company pursues its broader

strategy of building long-term shareholder value through artificial intelligence and data infrastructure.

Preliminary

Financial Information

The

unaudited financial information presented in this press release is preliminary and may change. The Company’s financial closing

procedures with respect to the estimated financial information provided in this press release are not yet complete, and as a result,

the Company’s final results may vary materially from the preliminary results included in this press release. The Company undertakes

no obligation to update or supplement the information provided in this press release until the Company releases its financial statements

for the three months ended June 30, 2026, which will be reported in the Company’s Quarterly Report on Form 10-Q for the quarter

ended June 30, 2026. The preliminary financial information included in this press release reflects the Company’s current estimates

based on information available as of the date hereof and has been prepared by Company management. This preliminary financial information

should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and is not necessarily indicative

of the results to be achieved for any future periods. This preliminary financial information could be impacted by the effects of financial

closing procedures, final adjustments, and other developments.

About

Volato Group, Inc.

Volato

Group, Inc. (NYSE American: SOAR) is an AI software company building operational systems for aviation businesses. Drawing on firsthand

experience running private aviation operations, Volato develops AI-powered tools designed to reduce manual work, improve responsiveness,

and help operators scale more efficiently. The Company’s software solutions are built on Parslee, an autonomous-work platform that

combines business context, shared memory, and human-in-the-loop controls. Through its Vaunt marketplace, Volato also operates one of

the fastest-growing technology-enabled private aviation membership platforms in the industry.

Forward-Looking

Statements

This

press release contains certain statements that may be deemed to be forward-looking statements within the meaning of the federal securities

laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can

be identified by the fact that they do not relate strictly to historical or current facts, and they may include statements regarding

the Company’s strategic investment, intended use of proceedspreliminary financial results, AI-focused strategy, evaluation of acquisition

and merger opportunities, potential strategic transactions, letters of intent, AI infrastructure opportunities, NYSE American compliance

plan, business strategy, Vaunt growth, and Parslee development, and potential shareholder value creation.

Forward-looking

statements can often be identified by words such as “expects,” “anticipates,” “intends,” “plans,”

“believes,” “seeks,” “estimates,” “projects,” “targets,” “would,”

“will,” “should,” “could,” “may,” “potential,” “opportunity,”

“evaluate,” and similar expressions or the negative of these terms or other similar expressions, but the absence of these

words does not mean that a statement is not forward-looking.

Forward-looking

statements speak only as of the date they are made and are based on current expectations, assumptions, estimates, and projections and

are not guarantees of future performance or events. Actual results may differ materially from those expressed or implied by these forward-looking

statements as a result of various risks and uncertainties, many of which are beyond the Company’s control, including the risk that

the Company may not enter into or complete any acquisition, merger, financing, or other strategic transaction; that letters of intent

may not result in definitive agreements; that any potential transaction may be subject to regulatory, financing, shareholder, third-party,

diligence, market, or other conditions; that AI infrastructure opportunities may involve substantial capital requirements, operational

complexity, power availability, regulatory approvals, and integration risks; that the Company may not regain or maintain compliance with

NYSE American continued listing standards; that the Company’s stock price may experience volatility; and the other risks described

in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year

ended December 31, 2025, subsequent reports filed with the SEC, and other filings the Company may make from time to time. You should

understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to

be a complete set of all potential risks or uncertainties.

All

forward-looking statements speak only as of the date they are made. Volato The Company undertakes no obligation to update or revise any

forward-looking statement, except as required by law.

Investor

Contact:

investors@flyvolato.com

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