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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)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
September 1, 2026
VOLATO
GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41104 |
|
86-2707040 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
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 ☒
If
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
1.01 Entry into a Material Definitive Agreement.
Sixth
Amendment to the Aircraft Management Services Agreement
As
previously disclosed, on September 2, 2024, Volato Group, Inc., a Delaware corporation (the “Company”), entered into an Aircraft
Management Services Agreement (as subsequently amended, the “Agreement”) with flyExclusive, Inc. (“flyExclusive”),
pursuant to which the Company engaged flyExclusive to provide certain aircraft management services and agreed that flyExclusive would
be the exclusive provider of such services to the Company. In addition, flyExclusive agreed to use commercially reasonable efforts to
include designated aircraft in its fleet in the Company’s Vaunt empty-leg flight platform (“Vaunt”) for empty-leg marketing
at no cost to the Company.
As
part of the Agreement, as subsequently amended, the Company granted flyExclusive, subject to certain terms and conditions, the right
to purchase certain aviation-related assets from the Company and assume certain obligations of the Company (the “flyExclusive Asset
Option”) and also granted the Company, subject to certain terms and conditions, the right to sell certain aviation-related assets
to flyExclusive and assign certain obligations of the Company to flyExclusive (the “Company Asset Option,” and collectively
with the flyExclusive Asset Option, the “Asset Options”). The right previously granted to flyExclusive to cause the Company
to merge with and into a wholly owned subsidiary of flyExclusive has expired and is no longer in effect.
As
previously disclosed, on March 6, 2026, the Company entered into a Fifth Amendment to Aircraft Management Services Agreement with flyExclusive,
pursuant to which the Company sold certain unused intellectual property assets to flyExclusive for $1.3 million, payable in cash or shares
of flyExclusive Class A common stock. Following that sale, $0.7 million of assets remain available to be sold to flyExclusive under the
terms of the Agreement, as amended.
On
August 31, 2026, the Company entered into a Sixth Amendment to Aircraft Management Services Agreement with flyExclusive (the “Amendment”).
The Amendment amends and restates Section 2(a) of the Agreement to provide that the term of the Agreement expires at 5:00 p.m. Eastern
Time on December 31, 2026. The Amendment does not modify the Asset Options or any other provision of the Agreement.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial
Statement and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Sixth Amendment to Aircraft Management Services Agreement, dated as of August 31, 2026, between Volato Group, Inc. and flyExclusive, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within 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:
September 4, 2026
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
