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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): April 13, 2026
VOLATO
GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41104 |
|
86-2707040 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
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
4.01 Changes in Registrant’s Certifying Accountant
Auditor
Change from Elliott Davis, PLLC to TAAD, LLP
On
April 13, 2026, Volato Group, Inc. (the “Company”) dismissed Elliott Davis, PLLC (“Elliott Davis”) as the Company’s
independent registered public accounting firm and engaged TAAD, LLP (“TAAD”) as the Company’s new independent registered
public accounting firm. The dismissal of Elliott Davis and the engagement of TAAD were each approved by the Audit Committee of the Board
of Directors of the Company.
The
audit report of Elliott Davis on the Company’s consolidated financial statements as of and for the year ended December 31, 2025
contained an explanatory paragraph relating to the Company’s ability to continue as a going concern. Other than this report modification,
the audit report of Elliott Davis on the Company’s financial statements for the fiscal year ended December 31, 2025 contained no
adverse opinions or disclaimers of opinions and were not qualified or modified as to uncertainty, audit scope, or accounting principles,
except that such audit report contained an explanatory paragraph in which Elliott Davis expressed substantial doubt as to the Company's
ability to continue as a going concern.
During
the Company’s two most recent fiscal years and the subsequent interim period, there were (i) no “disagreements” (as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the related instructions) between the Company and Elliott Davis on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Elliott Davis,
would have caused Elliott Davis to make reference to the subject matter of the disagreement in Elliott Davis’s audit report, and
(ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act) except
for the going concern matter described above and the material weaknesses disclosed under the heading “Item 9A. Controls and Procedures—Evaluation
of Controls and Procedures” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with
the SEC on March 12, 2026.
The
Company provided Elliott Davis with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Elliott
Davis provide a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether Elliott Davis agrees
with the above disclosures and, if not, stating the respects in which Elliott Davis does not agree. A copy of Elliott Davis’s letter
to the SEC, dated April 17, 2026,
is filed herewith as Exhibit 16.1 to this Current Report on Form 8-K.
During
the Company’s two most recent fiscal years and the subsequent interim period, neither the Company nor anyone on its behalf consulted
with TAAD regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the
type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice
was provided to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to an accounting,
auditing or financial reporting issue, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K under the Exchange Act and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v)
of Regulation S-K under the Exchange Act).
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter
from Elliott Davis, PLLC to the Securities and Exchange Commission dated April 17,
2026. |
| 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:
April 17, 2026
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
