Volato Group Inc-A美股招股说明书(2025-11-12版)

Our registration of the resale of the shares of Common Stock covered by this prospectus does not mean that the SellingStockholder will offer or sell any of the Conversion Shares. We will not receive any proceeds from the resale of the Conversion Sharesby the Selling Stockholder in this offering. However, we received (i) $4,050,000 in aggregate gross proceeds in connection with theissuance and sale of the First Tranche Note, (ii) $1,350,000 in aggregate gross proceeds in connection with the issuance and sale of theSecond Tranche Note, (iii) $2,700,000 in aggregate gross proceeds in connection with the issuance and sale of the Third Tranche Note,and (iv) $1,998,000 in aggregate gross proceeds in connection with the issuance and sale of the Fourth Tranche Note (in each case,after giving effect to the 10% original issue discount for such Notes). We used, and intend to use, the net proceeds from the sale of theNotes for general corporate and working capital purposes. Our management will have broad discretion in the application of suchproceeds. All selling and other expenses incurred by the Selling Stockholder will be paid by the Selling Stockholder, except for certainlegal fees and expenses, which will be paid by us. The Selling Stockholder may sell, transfer or otherwise dispose of any or all of theConversion Shares offered by this prospectus from time to time on the NYSE American LLC (“NYSE American”) or any other stockexchange, market, or trading facility on which the shares of Common Stock are traded, or in private transactions. The ConversionShares may be offered and sold or otherwise disposed of by the Selling Stockholder at fixed prices, market prices prevailing at thetime of sale, prices related to prevailing market prices, or privately negotiated prices. Refer to the section entitled “Plan ofDistribution” for more information regarding how the Selling Stockholder may offer, sell, or dispose of its Conversion Shares. We willbear all fees and expenses incident to our obligation to register the Conversion Shares. Our Common Stock is traded on the NYSE American under the symbol “SOAR”. On November 7, 2025, the last reported saleprice of our Common Stock on the NYSE American was $1.40 per share. On February 24, 2025, we effected a 1-for-25 reverse stocksplit of our Common Stock. Unless otherwise indicated, all share and per-share amounts in this prospectus have been adjusted to giveeffect to the 1-for-25 reverse stock split. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an Investing in our Common Stock involves risks. Before buying any shares of Common Stock, you should carefully reviewthe risks and uncertainties described under the heading “Risk Factors” beginning on page 7 of this prospectus and in thedocuments incorporated by reference into this prospectus, including our Annual Report on Form 10-K for the year endingDecember 31, 2024. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is November 11, 2025 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING6RISK FACTORS7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS9USE OF PROCEEDS11SELLING STOCKHOLDER11PLAN OF DISTRIBUTION12LEGAL MATTERS14EXPERTS14INFORMATION INCORPORATED BY REFERENCE14WHERE YOU CAN FIND MORE INFORMATION15i ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-3 that we filed with the Securities and Exchange Commission (the“SEC”) pursuant to which the Selling Stockholder may, from time to time, offer and sell or otherwise dispose of the shares of ourCommon Stock covered by this prospectus. We may also file a prospectus supplement or post-effective amendment to the registrationstatement of which this prospectus forms a part. The prospectus supplement or post-effective amendment may add, update or changeinformation contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicableprospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, asapplicable. The registration statement we filed with the SEC, of which this prospectus forms a part, includes exhibits that provide moredetail of the matters discussed in this prospectus. You should read this prospectus, any post-effective amendment, and any applicabl