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 April 29, 2025

Matthew Liotta
Chief Executive Officer
Volato Group, Inc.
1954 Airport Road
Suite 124
Chamblee, GA 30341

 Re: Volato Group, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 10, 2025
 CIK No. 0001853070
Dear Matthew Liotta:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Draft Registration Statement on Form S-1 submitted April 10, 2025
Prospectus Summary
The Selling Stockholder Transactions, page 4

1. We note your disclosure that you must obtain stockholder approval for
the issuance of
 shares of common stock pursuant to the Securities Purchase Agreement "in
no event
 later than the one hundred and thirty-fifth (135th) calendar day after
the date of the
 Initial Closing." We further note such 135th day passed on April 18,
2025 and you
 filed a Form 8-K on April 17, 2025 disclosing you adjourned your special
meeting on
 April 15, 2025 to May 6, 2025 as you did not have a sufficient quorum
entitled to vote
 at that meeting. Please revise your disclosure to discuss your
non-compliance with
 this covenant and include related risk factor disclosure.
 April 29, 2025
Page 2
2. We note that it is a condition to the Second Tranche Note that you have
satisfied
 your obligations under the Settlement Agreement and Stipulation with
Sunpeak
 Holdings Corporation that became effective on November 6, 2024. We
further note
 your disclosure that you intend to satisfy such condition prior to the
issuance of the
 Second Tranche Note. Please update your disclosure to discuss the status
of such
 condition, including when you anticipate meeting your obligations under
the
 agreement.
Risk Factors
Risks Related to This Offering
Stockholders may experience dilution of their ownership interest due to the
issuance of
additional shares of Common Stock..., page 29

3. Please expand this risk factor to discuss the aggregate potential
dilutive effect the
 Securities Purchase Agreement may have on securityholders. In that
regard, we note
 your disclosure on page 2 that a noteholder may waive any beneficial
ownership
 limitation, as to itself, upon at least sixty-one days prior notice, and
that as of April
 10, 2025, the maximum number of shares upon conversion of all notes
issued or
 issuable under the Securities Purchase agreement is 24,405,324 shares.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at
202-551-3763
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy
& Transportation
cc: Hallie D. Heath
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