Volato Group Inc-A美股招股说明书(2025-12-08版)

Thisprospectus supplement and the accompanying prospectus relate to the offer by Volato Group, Inc. of shares of our ClassA common stock, par value $0.0001 (the “common stock”), pursuant to an Equity Distribution Agreement (the “ATM SalesAgreement”) with Virtu Americas LLC (“Virtu”) dated December 5, 2025. In accordance with the terms of the ATM Sales Agreement,we may, but are not obligated to, offer and sell shares of our common stock having an aggregate offering price of up to $9,300,000 orsuch lesser amount as may be issued (i) based on the authorized number of shares of common stock set forth in our Certificate ofIncorporation and (ii) in accordance with the eligibility and transaction requirements for use of Form S-3. Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be “at the market”offerings as defined in Rule 415 under the Securities Act of 1933, as amended, (the “Securities Act”), including sales made directly onor through the NYSE American LLC (“NYSE”), the existing trading market for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. Ifwe and Virtu agree on any method of distribution other than sales of shares of our common stock on or through NYSE or anotherexisting trading market in the United States at market prices, we will file a furtherprospectus supplementproviding all informationabout such offering as required by Rule 424(b) under the Securities Act. Virtu is not required to sell any specific number or dollaramount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices to sell shares of common stock as requested to be sold by us, on mutually agreed terms between Virtu and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. These types of offerings will allow us to raise capital by selling shares of our common stock in open market transactions atour discretion. Unlike in underwritten public offerings, sales under at-the-market offerings are not marketed, are made at prevailingmarket prices, and generally are less dilutive to stockholders. This is because these types of at-the-market offerings typically are lessexpensive to transact than marketed offerings and can be executed without a discount to the prevailing market price of the stock that istypical in marketed offerings. Our board of directors has concluded that, at this time, it is in our best interest to have this offeringprogram available so that it can be used at our discretion for capital raising and other purposes more fully described in the sectionentitled “Use of Proceeds” in this prospectus supplement. Virtu will be entitled to compensation at a commission rate equal to 3.0% of the gross sales price per share sold. We do notanticipate paying other commissions or material expenses for sales under the ATM Sales Agreement. Even though this prospectussupplement does not relate to a marketed offering of our common stock, in connection with the sale of common stock under the ATMSales Agreement, Virtu will be deemed to be an “underwriter” within the meaning of the Securities Act, and Virtu’s compensation willbe deemed to be underwriting commissions or discounts. We have agreed to indemnify Virtu against certain civil liabilities, includingliabilities under the Securities Act. We provide more information about how the shares of common stock will be sold and Virtu’scompensation under the ATM Sales Agreement in the section entitled “Plan of Distribution” in this prospectus supplement. Our common stock is traded on NYSE under the symbol “SOAR”. The last reported sale price of our common stock onDecember 5, 2025, was $1.28 per share. Our principal executive offices are located at 1954 Airport Road, Suite 124, Chamblee,Georgia 30341. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or our public float, was approximately $9.3 million, accounting for 6,947,612 outstanding shares of common stock held bynon-affiliates and a per share price of $4.02 (the closing price of our common stock on October 14, 2025. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of ourpublic float in any 12-month period so long as our public float remains below $75,000,000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” contained in this prospectus supplement beginning on page S-4 and under similarheadings in the other documents that are inc