Volato Group Inc-A 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period Fromto Commission File Number 001-41104 VOLATO GROUP, INC.(Exact name of Registrant as specified in its charter) 4522(Primary Standard IndustrialClassification Code Number) 1954 Airport Road, Suite 124Chamblee, GA 30341Telephone: 844-399-8998 Securities registered pursuant to Section 12(b) of the Act: Class A Common stock, $0.0001 par value pershareWarrants, each whole warrant exercisable forone share of Class A common stock at anexercise price of $287.50 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large Accelerated Filer☐Non-accelerated Filer☒ Accelerated Filer☐Smaller Reporting Company☒Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒As of May 8, 2026, there were 30,903,163 shares of common stock outstanding. VOLATO GROUP, INC.FORM 10-QINDEX Page Special Note about Forward-Looking Statements3PART IFINANCIAL INFORMATION4Item 1.Financial Statements4Consolidated Balance Sheets4Consolidated Statements of Operations5Consolidated Statements of Changes In Shareholders’ Deficit6Consolidated Statements of Cash Flows7Notes to Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 3.Quantitative and Qualitative Disclosures about Market Risk41Item 4.Controls and Procedures41 PART II42Item 1.Legal Proceedings42Item 1A.Risk Factors42Item 2.Unregistered Sales of Equity Securities and Use of Proceeds42Item 3.Defaults Upon Senior Securities42Item 4.Mine Safety Disclosures42Item 5.Other Information42Item 6.Exhibits43Signatures44 Special Note About Forward-Looking Statements This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are“forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of theSecurities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward- looking statements may appear throughoutthis report, including the following sections: “Risk Factors” (Part II, Item 1A of this Quarterly Report on Form 10-Q (“QuarterlyReport”)), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of thisQuarterly Report). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “willlikely result,” and similar expressions or the negative of such terms. However, the absence of these words does not mean that astatement is not forward-looking. Forward-looking statements are based on current expectations and assumptions that are subject torisks and uncertainties that may cause actual results to differ materially. We describe certain risks and uncertainties that could causeactual results and events to differ materially in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” of our most recentAnnual Report on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only asof the date they are made. We undertake no obligation to update or revise publicly any forwa