soar-20250630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number 001-41104

VOLATO GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware

4522

86-2707040

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1954 Airport Road, Suite 124

Chamblee, GA 30341

Telephone: 844-399-8998

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Class A Common stock, $0.0001 par value per share	SOAR	NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50	SOARW	OTC Markets Group, Inc.

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 Securities Exchange 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 x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of August 11, 2025, there were 5,610,997 shares of common stock outstanding.

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VOLATO GROUP, INC.

FORM 10-Q

INDEX


		Page

	Special Note about Forward-Looking Statements
PART I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4

	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Changes In Shareholders’ Deficit	7
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	10





Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43


Item 4.	Controls and Procedures	43





PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	46
Item 6	Exhibits	46


	Signatures	48

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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 the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward- looking statements may appear throughout this report, including the following sections: “Risk Factors” (Part II, Item 1A of this Form 10-Q), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Form 10- Q). 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,” “will likely result,” and similar expressions or the negative of such terms. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe certain risks and uncertainties that could cause actual results and events to differ materially in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” of our most recent Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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VOLATO GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value amounts)

(unaudited)


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	4,707	$	2,161
Restricted cash	—		1,839
Accounts receivable, net	32		2
Contract assets, net	211		—
Deposits	3,000		36,000
Note receivable, current	106		—
Prepaid expenses and other current assets	957		1,031
Current assets - discontinued operations	1,673		2,281
Total current assets	10,686		43,314

Property and equipment, net	422		680
Operating lease, right-of-use assets	148		167

Deposits	63		300
Note receivable, non-current	1,729		—




Non-current assets - discontinued operations	—		1,838
Total assets	13,048		46,299

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	3,299		5,452

Convertible notes, net	1,474		4,050
Operating lease liability	41		39

Credit facility and other loans	—		28,855
Customer deposits and deferred revenue	6,840		11,386
Current liabilities - discontinued operations	8,351		12,418
Total current liabilities	20,005		62,200


Operating lease liability, non-current	107		128

Non-current liabilities - discontinued operations	—		305
Total liabilities	$	20,112	$	62,633

COMMITMENTS AND CONTINGENCIES (Note 15)

Shareholders’ deficit:
Common Stock Class A, $0.0001 par value; 200,000,000 authorized; 4,622,737 and 1,843,852 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	5		5
Additional paid-in capital	93,181		87,968

Accumulated deficit	(100,250)		(104,307)
Total shareholders’ deficit	(7,064)		(16,334)
Total liabilities and shareholders’ deficit	13,048		$	46,299

The accompanying notes are an integral part of these consolidated financial statements.

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VOLATO GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	24,855	$	181	$	50,338	$	229

Costs and expenses:
Cost of revenue	21,088		34		42,075		86
Selling, general and administrative	2,895		3,798		4,865		8,128
Total costs and expenses	23,983		3,832		46,940		8,214

Operating income (loss)	872		(3,651)		3,398		(7,985)

Other income (expenses):



Other income, net	3,130		154		4,311		158
Gain (loss) from change in fair value of financial instruments	99		(2,755)		(750)		(2,982)

Interest expense, net	(1,229)		(1,230)		(3,629)		(2,368)
Other income (expenses), net	2,000		(3,831)		(68)		(5,192)

Income (loss) before provision for income taxes and discontinued operations	2,872		(7,482)		3,330		(13,177)
Provision for incomes taxes	189		9		287		15
Net income (loss) from continuing operations	2,683		(7,491)		3,043		(13,192)
Net income (loss) from discontinued operations, net of taxes	919		(9,427)		1,014		(21,116)


Net income (loss)	$	3,602	$	(16,918)	$	4,057	$	(34,308)

Basic and diluted net loss per share:
Net income (loss) per share from continuing operations, basic	$	1.03	$	(6.38)	$	1.36	$	(11.28)
Net income (loss) per share from continuing operations, diluted	$	0.55	$	(6.38)	$	0.85	$	(11.28)
Net income (loss) per share from discontinued operations, basic	$	0.35	$	(8.03)	$	0.45	$	(18.06)
Net income (loss) per share from discontinued operations, diluted	$	0.20	$	(8.03)	$	0.23	$	(18.06)
Net income (loss) per share, basic	$	1.39	$	(14.41)	$	1.82	$	(29.34)
Net income (loss) per share, diluted	$	0.75	$	(14.41)	$	1.08	$	(29.34)

Weighted average common shares outstanding:
Basic	2,592,878		1,174,385		2,229,573		1,169,319
Diluted	4,661,101		1,174,385		4,506,376		1,169,319

The accompanying notes are an integral part of these consolidated financial statements.

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VOLATO GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Amounts in thousands, except shares)

(unaudited)


	Class A Common Stock		Additional Paid-in Capital					Retained Deficit	Total Shareholders’ Deficit
		Shares			Amount



Balance as of December 31, 2023, as adjusted		1,121,738	$	3		$	78,410		$	(63,662)	$	14,751

Stock-based compensation		—	—			83			—		83
Issuance of common stock		48,327	—			—			—		—


Common stock and warrant reclass from in-kind liability to APIC		—	—			4,250			—		4,250

Net loss		—	—			—			(17,390)		(17,390)
Balance as of March 31, 2024, as adjusted		1,170,065	$	3		$	82,743		$	(81,052)	$	1,694
Stock-based compensation		—	—			185			—		185
Issuance of common stock		10,644	—			36			—		36
Net loss		—	—			—			(16,918)		(16,918)
Balance as of June 30, 2024, as adjusted		1,180,709	$	3		$	82,964		$	(97,970)	$	(15,003)


	Class A Common Stock			Additional Paid-in Capital		Retained Deficit		Total Shareholders’ Deficit
	Shares	Amount
Balance at December 31, 2024	1,843,852	$	5	$	87,968	$	(104,307)	$	(16,334)
Stock-based compensation	—	—		46		—		46

Issuance of common stock	57,041	—		—		—		—

Net income	—	—		—		455		455
Balance at March 31, 2025	1,900,893	$	5	$	88,014	$	(103,852)	$	(15,833)
Stock-based compensation	—	—		557		—		557

Issuance of common stock	2,721,844	—		4,610		—		4,610
Net income	—	—		—		3,602		3,602
Balance at June 30, 2025	4,622,737	$	5	$	93,181	$	(100,250)	$	(

SEC Form 10-Q filed by Volato Group Inc.