Volato switches auditors after going concern note

Volato Group, Inc. reported a change in its independent auditor and highlighted prior going concern issues.

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Form Type

8-K

Rhea-AI Filing Summary

Volato Group, Inc. reported a change in its independent auditor and highlighted prior going concern issues. On April 13, 2026, the company dismissed Elliott Davis, PLLC and engaged TAAD, LLP as its new independent registered public accounting firm, with Audit Committee approval.

Elliott Davis’s audit report on the year ended December 31, 2025 included an explanatory paragraph expressing substantial doubt about Volato’s ability to continue as a going concern and noted material weaknesses in controls and procedures. The company states there were no disagreements with Elliott Davis on accounting, disclosure, or audit scope, and no reportable events beyond the going concern and previously disclosed material weaknesses.

Positive

None.

Negative

Going concern explanatory paragraph and control weaknesses: The prior auditor’s report on the year ended December 31, 2025 expressed substantial doubt about Volato’s ability to continue as a going concern and referenced material weaknesses in controls and procedures, signaling elevated financial and reporting risk.

Insights

Volato changes auditors after a going concern opinion and disclosed control weaknesses.

Volato Group, Inc. replaced Elliott Davis, PLLC with TAAD, LLP as its independent auditor, following an audit report for the year ended December 31, 2025 that included an explanatory paragraph on the company’s ability to continue as a going concern.

The filing also references previously disclosed material weaknesses in controls and procedures. Management reports no disagreements with Elliott Davis on accounting principles, disclosures, audit scope, or procedure, and no other reportable events beyond the going concern and control issues identified in the prior annual report.

For investors, the combination of a recent going concern paragraph, control weaknesses, and an auditor change underscores elevated financial reporting and liquidity risk, while the absence of reported disagreements suggests the transition is not driven by a disclosed dispute over accounting treatment.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

going concern, independent registered public accounting firm, material weaknesses, reportable events, +1 more

5 terms

going concern financial

"contained an explanatory paragraph relating to the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

independent registered public accounting firm financial

"dismissed Elliott Davis, PLLC as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

material weaknesses financial

"the material weaknesses disclosed under the heading “Item 9A. Controls and Procedures"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

reportable events regulatory

"no “reportable events” (as that term is defined in Item 304(a)(1)(v)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

emerging growth company regulatory

"§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Volato Group, Inc. (SOAR) announce about its independent auditor?

Volato Group, Inc. disclosed that on April 13, 2026, it dismissed Elliott Davis, PLLC and engaged TAAD, LLP as its new independent registered public accounting firm. The company states this change was approved by its Audit Committee and follows the most recent year-end audit.

Why is Elliott Davis’s prior audit report on Volato Group, Inc. significant?

Elliott Davis’s audit report on Volato’s consolidated financial statements for the year ended December 31, 2025 included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern. This highlights concerns about Volato’s future financial viability and liquidity.

Did Volato Group, Inc. report disagreements with Elliott Davis over accounting matters?

Volato states there were no disagreements with Elliott Davis on accounting principles, financial statement disclosure, or auditing scope or procedure during the past two fiscal years and subsequent interim period. It also reports no other reportable events beyond the going concern issue and previously disclosed material weaknesses.

What issues besides going concern did Volato Group, Inc. reference in this filing?

The company references material weaknesses in internal control over financial reporting previously disclosed under “Controls and Procedures—Evaluation of Controls and Procedures” in its Form 10-K for the year ended December 31, 2025. These weaknesses were noted alongside the going concern matter in the auditor’s report.

Did Volato Group, Inc. consult TAAD, LLP before appointing them as auditor?

Volato states that during its two most recent fiscal years and the subsequent interim period, neither it nor anyone on its behalf consulted TAAD regarding accounting principles, potential audit opinions, or issues that would have been disagreements or reportable events. This indicates no prior engagement on specific accounting questions.

What additional document from Elliott Davis is included with Volato Group, Inc.’s filing?

The company includes as Exhibit 16.1 a letter from Elliott Davis, PLLC to the U.S. Securities and Exchange Commission dated April 17, 2026. This letter addresses whether Elliott Davis agrees with Volato’s disclosures regarding the auditor change and related matters described in the report.

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Accepted by SEC EDGAR 04/17/2026 - 04:05 PM EDT

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.

(d)

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Volato switches auditors after going concern note