Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SEC FILE NUMBER: 001-41104

FORM 12b-25

CUSIP NUMBER: 74349W104

NOTIFICATION OF LATE FILING

(Check one):

[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR

For Period Ended: September 30, 2024

[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

______________________________________________________________________________________________________________

PART I - REGISTRANT INFORMATION

Volato Group, Inc. _____________________________________________________________________________________________________________

Full Name of Registrant

n/a

_____________________________________________________________________________________________________________

Former Name if Applicable

1954 Airport Road, Suite 124 ______________________________________________________________________________________________________________

Address of Principal Executive Office (Street and Number)

Chamblee, GA 30341

_____________________________________________________________________________________________________________

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


			(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
[ X ]			(a) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N- CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(a) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (“Form 10-Q”) cannot be filed by its due date because the registrant cannot finalize its financial statements as of and for the quarter ended September 30, 2024 without unreasonable effort and expense.

In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the registrant anticipates that it will file its Form 10-Q as soon as practicable.

PART IV - OTHER INFORMATION

(1)Name and telephone number of person to contact in regard to this notification

Mark Heinen

844

399-8998

(Name)

(Area Code)

(Telephone Number)

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes [ X ] No [ ]

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes [ ] No [ X ]

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

_______________________________________________________________________________________________________________

Volato Group, Inc.

_______________________________________________________________________________________________________________________________________________________________

(Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.