This response letter (this “Response”) is submitted on behalf of Volato Group, Inc. (the “Company”) in response to the comments that the Company received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a letter addressed to Mr. Heinen, dated March 14, 2025 (the “Comment Letter”), with respect to the Company’s Amendment No. 2 (“Amendment No. 2”) to its preliminary proxy statement on Schedule 14A (the “Proxy Statement”), filed with the SEC on February 28, 2025. The Company is concurrently submitting a third amendment to the Proxy Statement (“Amendment No. 3”), which reflects the changes discussed in this Response that the Company made to address the Staff’s comments and other updates.

1.We note your response to prior comment 1 and re-issue the comment. In this regard, we note that the proposal, including disclosure in the final paragraph at page 10, appears to contemplate conversions in excess of the ownership limitation. We also note your disclosure appears to state that the 4.99% and 9.99% caps are waivable by the noteholder. Therefore, it appears that to the extent the noteholder choses to void the limitation it may do so in its discretion. Please disclose the percentage ownership that the buyer would hold if the cap is waived and the full amount of shares are purchased. Provide contextualizing disclosure as appropriate.

Response: In response to the Staff’s comments, the Company has revised its disclosures on page 9 of Amendment No. 3.