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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): July 6, 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
2.02 Results of Operations and Financial Condition.
On
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 |
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
AI
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
