Results of Operations and Financial Condition · Regulation FD Disclosure
Item 2.02 Results of Operations and Financial Condition. On July 6, 2026 Volato Group, Inc. (the “Company”) issued a press release announcing its preliminary financial results and operating update for the second quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.…
The Company initially operated under the name Aerago, Inc., which was formed on January 7, 2021, in the State of Georgia. On August 31, 2021, Aerago, Inc. filed an amendment to its Articles of Incorporation to change its name to Volato, Inc. On December 1, 2023, the Company consummated a business combination transaction (the “Business Combination”) pursuant to a business combination agreement (the “Business Combination Agreement”), dated August 1, 2023 between the Company, PACI Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Volato, Inc. Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Volato, Inc., with Volato, Inc. surviving the merger as a wholly-owned subsidiary of the Company. In connection with the consummation of the Business Combination, the Company changed its name from “PROOF Acquisition Corp I” to “Volato Group, Inc.”
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.02Item 2.02 - Results of Operations
Item
2.02 Results of Operations and Financial Condition.
On
July 6, 2026 Volato Group, Inc. (the “Company”) issued a press release announcing its preliminary financial results and operating
update for the second quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
The
unaudited financial information presented in the press release and this Current Report on Form 8-K is preliminary and may change. The
Company’s financial closing procedures with respect to the estimated financial information provided are not yet complete, and as
a result, the Company’s final results may vary materially from the preliminary results. The Company undertakes no obligation to
update or supplement the information provided in the press release and this Current Report on Form 8-K until the Company releases its
financial statements for the three months ended June 30, 2026, which will be reported in the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2026. The preliminary financial information included in in the press release and this Current Report
on Form 8-K reflects the Company’s current estimates based on information available as of the date hereof and has been prepared
by Company management. This preliminary financial information should not be viewed as a substitute for full financial statements prepared
in accordance with GAAP and is not necessarily indicative of the results to be achieved for any future periods. This preliminary financial
information could be impacted by the effects of financial closing procedures, final adjustments, and other developments.
Preliminary
Second Quarter 2026 Highlights
All outstanding convertible notes were eliminated during the
second quarter, leaving the Company with no convertible notes outstanding as of June 30, 2026.
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Total liabilities, excluding deferred revenue, declined approximately
75% year-over-year to approximately $5 million. Deferred revenue is a non-cash liability and is excluded to provide investors with additional
insight into the Company’s cash obligation.
Cash and cash equivalents of approximately $8.4 million as
of June 30, 2026.
Record Vaunt cash sales of approximately $2.2 million, representing
56% sequential growth compared to the first quarter of 2026 and 199% growth year-over-year.
Vaunt Annual Recurring Revenue (ARR) projected to reach approximately
$4.7 million as of June 30, 2026, representing 51% sequential quarter-end growth and 250% year-over-year growth.
Vaunt membership: Approximately 2,743 active paid members,
up 20% sequentially and 71% year-over-year.
App downloads: Approximately 346,000 cumulative downloads.
More than 2,500 flights booked and flown through the Vaunt
platform since launch.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure .
The
information contained above in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein.
The
information above in Item 2.02 and in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed
“filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such filing.
Forward
Looking Statements
This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation
of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”
“will,” “should,” “goal,” “could” or “may” or other similar expressions.
Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,
or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking
statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently
delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made
and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance
or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required
by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited
to, the risk that the Reverse Stock Split may not have the effect of increasing the trading price of the Company’s Common Stock,
the risk that the Company may not be able to maintain compliance with all continued listing requirements, and a variety of economic,
competitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s
periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent
reports filed with the SEC, and other factors that the Company may describe from time to time in other filings with the SEC. You should
understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to
be a complete set of all potential risks or uncertainties.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Description
No.
─────────────────────────────────────────────────────────────────────────────────────
99.1 Press Release, dated July 6, 2026.
104 Cover
Page Interactive Data File (embedded with the Inline XBRL document).
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit
99.1
Volato
Group Reports Strong Preliminary Second Quarter 2026 Results with Record Vaunt Growth and Strengthened Balance Sheet
Company
exits the quarter with no convertible debt, approximately $8.4 million in cash and a strengthened balance sheet, reinforcing financial
strength and flexibility
AI
strategy continues to advance as management pursues a potential strategic merger transaction targeted for the third quarter of 2026
Record
Vaunt cash sales increase 199% year-over-year as Annual Recurring Revenue (ARR) grows 250% and paid membership rises 71%
ATLANTA,
GA - July 6, 2026 - Volato Group, Inc. (NYSE American: SOAR) (the “Company”) today provided a preliminary
financial and operating update for the second quarter ended June 30, 2026. Based on currently available information, the Company expects
to report the following preliminary second quarter highlights:
Preliminary
Second Quarter 2026 Highlights
All outstanding convertible notes were eliminated during the
second quarter, leaving the Company with no convertible notes outstanding as of June 30, 2026.
─────────────────────────────────────────────────────────────────────────…