Volato Group Inc-A美股招股说明书(2025-06-05版)

in an aggregate original principal amount of $4,500,000 (the “First Tranche Note”) and (ii) a 10% original issue discount seniorunsecured convertible promissory note to be issued to the Selling Stockholder in an aggregate original principal amount of $1,500,000, subject to the satisfaction or waiver of certain conditions (the “Second Tranche Note” and together with the First Tranche Note, the“Notes”), in each case, issued or issuable pursuant to the terms of that certain Securities Purchase Agreement, dated as of December 4,2024, that we entered into with the Selling Stockholder. Each of the Prospectus and this Supplementform a part of a registrationstatement on Form S-1, as amended (File No. 333-287015) declared effective by the Securities and Exchange Commission (the“SEC”) on May 14, 2025 (the “Registration Statement”).This Supplement updates and supplements the information in the Registration Statement and Prospectus, and is not completewithout, and may not be delivered or utilized except in combination with, the Registration Statement and the Prospectus, including anyamendments or supplements thereto. This Supplement should be read in conjunction with the Registration Statement and the proceeds in connection with the issuance and sale of the Second Tranche Note (in each case, after giving effect to the 10% originalissue discount for such Notes).Our shares of Common Stock are listed on the NYSE American LLC under the symbol “SOAR”. On June 3, 2025, the review the risks and uncertainties described under the heading “Risk Factors” beginning on page 8 of the Prospectus and inthe documents incorporated by reference into the Prospectus.Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under The date of this prospectus supplement is June 5, 2025 regard, the section of the Prospectus titled “Prospectus Summary – The Selling Stockholder Transactions” is hereby supplemented as On May 22, 2025, the Company and the Selling Stockholder entered into a Side Letter (the “Side Letter”), pursuant to which the Selling Stockholder would forbear from enforcing its rights in connection with the Company’s failure to make monthly paymentsdue or to become due under Section 1(c) of the First Tranche Note with respect to two payments that became due in connection with an Amortization Event (as defined in the Notes), which was subsequently cured by the Company.As of the date of this Supplement, the Company has not yet satisfied its obligations under the previously disclosed Settlement totaling approximately $4.7 million (the “Claims”), and to thereafter exchange such Claims for a settlement amount payable in shares million portion of the Claims directly with the applicable vendor through cash payments made in the first quarter of 2025. TheCompany expects that its remaining obligations under the Settlement Agreement will be satisfied in full no later than December 31,2025. Notwithstanding the foregoing, the parties may waive the closing condition requiring the Company to have satisfied suchoutstanding obligations under the Settlement Agreement.