Volato Group美股招股说明书(2026-07-01版)

Prospectus Supplement(To Prospectus dated September 30, 2025) This prospectus supplement and the accompanying prospectus relate to the offer by Volato Group, Inc. of 11,038,767 sharesof our Class A common stock, par value $0.0001 per share (the “common stock”), to certain investors (collectively, the “Investors”) atan offering price per share equal to $0.165, in a registered direct offering pursuant to a Securities Purchase Agreement entered intowith the Investors, dated June 27, 2026 (the “SPA”). The common stock is being offered directly to the Investors, without a placementagent or underwriter. As a result, the Company is not paying underwriting discounts or commissions in connection with this offering. Our common stock is traded on the NYSE American LLC (“NYSE American”) under the symbol “SOAR”. The last reportedsale price of our common stock on June 26, 2026, was $0.165 per share. 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 $17,998,262.89, based on 41,566,427 outstanding shares of common stock held bynon-affiliates and a per share price of $0.433, the closing price of our common stock on June 3, 2026. Pursuant to General InstructionI.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 our “public float”(i.e., the aggregate market value of our common stock held by our non-affiliates), or approximately $5,999,420.96, in any 12-monthperiod so long as our public float remains below $75,000,000. During the 12 calendar months prior to and including the date of thisprospectus supplement (but excluding this offering), we have sold $4,176,421.90 of securities in reliance on General Instruction I.B.6of Form S-3. As a result, we are eligible to offer and sell up to an aggregate of approximately $1,822,999.06 of our securities pursuantto General Instruction I.B.6. of Form S-3. 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-5 and under similarheadings in the other documents that are incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Delivery of the shares of our common stock is expected to be made on or about July 1, 2026, subject to satisfaction of certaincustomary closing conditions. The date of this prospectus supplement is June 30, 2026. Table of Contents Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-10INFORMATION INCORPORATED BY REFERENCES-10WHERE YOU CAN FIND MORE INFORMATIONS-11EXPERTSS-11LEGAL MATTERSS-11 Prospectus PageABOUT THIS PROSPECTUS1ABOUT VOLATO GROUP, INC.1RISK FACTORS2FORWARD-LOOKING STATEMENTS2USE OF PROCEEDS2DESCRIPTION OF THE SECURITIES3DESCRIPTION OF COMMON STOCK3DESCRIPTION OF PREFERRED STOCK4DESCRIPTION OF DEBT SECURITIES6DESCRIPTION OF WARRANTS7DESCRIPTION OF RIGHTS8DESCRIPTION OF UNITS8FORMS OF SECURITIES10PLAN OF DISTRIBUTION11CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR CERTIFICATE OF INCORPORATION, AND BY LAWS14INFORMATION INCORPORATED BY REFERENCE18WHERE YOU CAN FIND MORE INFORMATION19EXPERTS19LEGAL MATTERS19 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement we filed with the Securities and Exchange Commission (the “SEC”) usinga “shelf” registration process and that the SEC declared effective on September 30, 2025. This document consists of two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering. The second part, the accompanyingprospectus, gives more general information, some of which may not apply to this offering. Generally, when we refer only to the“prospectus,” we are referring to both parts combined. This prospectus supplement may add to, update or change information in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement or the accompanyingprospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectussupplement. It is important for you to read and consider all information contained or incorporated by reference in this prospectussupplement and the accompanying prospectus in making your investment decision. This prospectus supplement, the accompanyingprospectus and th