Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 22, 2024

VOLATO GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41104		86-2707040
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1954 Airport Road, Suite 124

Chamblee, GA 30341

(Address of principal executive offices) (zip code)

844-399-8998

Registrant’s telephone number, including area code

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	SOAR	NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	SOAR.WS	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02

Results of Operations and Financial Condition.

Volato Group, Inc. issued a press release on each of January 4, 2024 and January 22, 2024 disclosing select preliminary key performance indicators for each quarter of fiscal year 2022 and fiscal year 2023. Copies of each press release are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

In accordance with General Instructions B.2. of Form 8-K, the information will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

99.1		Press Release issued by Volato Group, Inc. dated January 4, 2024 (furnished pursuant to Item 2.02)

99.2		Press Release issued by Volato Group, Inc. on January 22, 2024 (furnished pursuant to Item 2.02)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 22, 2024

	Volato Group, Inc.


	By:	/s/Mark Heinen
	Name:	Mark Heinen
	Title:	Chief Financial Officer

Exhibit 99.1

Volato Reports Operational KPIs for 2023

Steady Growth in Volato’s Key Metrics Reflect Strong Customer Engagement

Atlanta, GA – January 4, 2024 – Volato Group, Inc. (NYSE American: SOAR), a leading private aviation company in the United States, today announced three Key Performance Indicators (KPIs), including Total Flight Hours, Light Jet Market Share and Net Promoter Score, to provide stakeholders with greater transparency into the Company’s aircraft utilization and overall customer engagement.

Volato’s ongoing commitment to customer satisfaction drove a Net Promoter Score of 86 or better throughout FY 2023, while its ability to grow its share of the light jet market is indicative of Volato’s expanded market penetration.

“In 2023 alone, Volato expanded its HondaJet fleet by 50% and increased its light jet market share to nearly 3%. This is a testament to Volato’s focus on delivering operational excellence while growing positive contribution margin from flight operations,” said Mark Heinen, Volato’s Chief Financial Officer. “Even with this tremendous growth, we maintained our emphasis on providing high quality customer experiences. This is evident in the consistency of our overall Net Promoter Score and validates the investments we continue to make in this area to create ongoing value for our customers.”

Quarter	Total Flight Hours*	Light Jet Market Share*	NPS†
Q1 2022	813	0.7%	N/A
Q2 2022	1,199	0.9%	N/A
Q3 2022	1,307	1.1%	N/A
Q4 2022	1,712	1.3%	N/A
Q1 2023	2,103	1.7%	86
Q2 2023	2,919	2.5%	89
Q3 2023	2,747	2.5%	90
Q4 2023	3,504	2.9%	88

* Data sourced from ARGUS.

† NPS (Net Promoter Score) is sourced internally from Volato, based on customer surveys conducted post-flight. Surveys commenced from Q1 2023.

The disclosure of additional KPIs will also provide Volato stakeholders with clearer insights into aircraft utilization and overall customer engagement as the Company expands its operational footprint.

Mr. Heinen continued, “As a newly public company within a rapidly growing industry, we believe transparency is imperative. By providing stakeholders with clear insights into utilization and customer engagement metrics, we are further aligning transparency standards in the private aviation sector with those found in the commercial airline industry. More importantly, greater disclosure also means that our stakeholders can make better informed decisions, which is foundational for customer trust and satisfaction.”

Volato expects to provide updated information on the above KPIs on a quarterly basis.

About Volato

Volato is a full-service private aviation company providing modern ways to enjoy luxury private jets through innovative, efficient, and sustainable solutions. Volato provides a fresh approach to fractional ownership, aircraft management, jet card, deposit and charter programs. Volato’s fractional programs uniquely offer flexible hours and a revenue share for owners in a fleet of HondaJets, which are optimized for missions of up to four passengers. For more information visit www.flyvolato.com.

All Volato Part 135 charter flights are operated by its DOT/FAA-authorized air carrier subsidiary (G C Aviation, Inc. d/b/a Volato) or by an approved vendor air carrier.

Contacts

For Media:

media@flyvolato.com

For Investors:

investors@flyvolato.com

Source: Volato Group, Inc.

Exhibit 99.2

Volato Expands Operational KPI Disclosures

Key Metrics Reflect Improvements in Customer Mix and Growth in Yield per Flight Hour

Atlanta, GA -- January 22, 2024 – Volato Group, Inc. (“Volato,” or the “Company”) (NYSE American: SOAR), a leading private aviation company in the United States, today supplemented its January 4, 2024 disclosure of Key Performance Indicators (KPIs) with Empty Percentage, Demand Mix, and Blended Yield for our Light Jet Floating Fleet. This is part of the Company’s ongoing strategy to provide stakeholders with transparent and detailed insights into its operations.

“These expanded disclosures highlight our progress in driving higher aircraft utilization and yield across our light jet floating fleet, ultimately creating greater value for our owners, non-owner customers, and shareholders,” said Mark Heinen, Volato’s Chief Financial Officer. “This shift is crucial as it allows us to capitalize on superior economics associated with program and ad-hoc charter, while rewarding owners with revenue sharing and offering these non-owner customers an attractively priced private aviation service. Over time, with this strategic shift in demand mix, we expect to achieve lower empty leg rates and improved margins. Further, we expect the addition of new planes to our fleet in 2024 to contribute to revenue and market share growth and support our path to profitability.”

The expanded KPIs supplement the Total Flight Hours, Light Jet Market Share, and Net Promoter Score metrics that the Company disclosed on January 4, 2024.

	Q1 2022	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023	Q4 2023
Total Flight Hours	813	1,199	1,307	1,712	2,103	2,919	2,747	3,504
Empty Percentage	38.0%	41.1%	40.2%	39.0%	41.2%	39.6%	36.6%	37.9%
Demand Mix:
Owner	91%	88%	80%	67%	55%	45%	55%	52%
Program & Ad Hoc	9%	12%	20%	33%	45%	55%	45%	48%
Blended Yield	$4,036	$4,665	$4,512	$4,926	$4,927	$5,042	$4,913	$5,348
Floating Fleet	6	10	11	11	15	18	20	24
Light Jet Market Share	0.7%	0.9%	1.1%	1.3%	1.7%	2.5%	2.5%	2.9%
Net Promoter Score	N/A	N/A	N/A	N/A	86	89	90	88

Empty Percentage

The Company defines Empty Percentage as live hours for owner, program, and ad hoc charter flights divided by total flight hours. All hours not flown by owner, program, or ad hoc charter customers are included in the empty percentage calculation including, but not limited to, Vaunt, training, and maintenance flights. The Company believes Empty Percentage is a useful metric to measure the efficiency of its fleet.

Demand Mix

The Company defines Demand Mix as the number of flight hours flown by owners or non-owners divided by the total number of flight hours. The Company believes Demand Mix is a useful metric to measure improvement in margin.

Blended Yield

The Company defines Blended Yield as the average occupied price per hour across all Volato product types: owner, program and ad hoc. The Company believes Blended Yield is a useful metric to measure revenue per flight hour.

Light Jet Floating Fleet

The Company defines Light Jet Floating Fleet as the fleet of light jet aircraft flown as directed exclusively by Volato at the end of the quarter.

Total Flight Hours

The Company defines Total Flight Hours as the actual flight time from the moment of aircraft lift-off at the departure airport until it touches ground at the end of a flight as measured by ARGUS. The Company believes Total Flight Hours are a useful metric to measure the usage of our programs and the scale of its fleet and revenue growth.

Light Jet Market Share

The Company defines Light Jet Market Share as the set of flights flown by light jets departing from and/or arriving at a US airport. The Company believes Light Jet Market Shares is a useful metric to measure the size of the business relative to the current market.

Net Promoter Score

The Company defines Net Promoter Score as a measure of customer loyalty, sourced internally from Volato, based on customer surveys conducted post-flight. The Company believes Net Promoter Score is a useful metric to measure the customer experience.

The disclosure of additional KPIs will also provide Volato stakeholders with clearer insights into aircraft utilization and overall customer engagement as we expand our operational footprint.

While Volato expects to provide updated information on the above KPIs on a quarterly basis, we are under no obligation, and expressly disclaim any obligation, to provide such information in the future, except as required by law.

Cautionary Note on Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Volato that could cause actual results to differ materially from the results discussed in the forward-looking statements. The words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual events and results to differ materially from those contained in such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Current Report on Form 8-K, filed with the SEC on December 7, 2023 and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Volato undertakes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise.