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                             February 28, 2024

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

                                                        Re: Volato Group, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed February 9,
2024
                                                            File No. 333-276479

       Dear Matthew Liotta:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our February 6, 2024
letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Risk Factors
       Risks Related to Being a Public Company
       Sales of Common Stock, or the perception of such sales, by us or the
Selling Stockholders...,
       page 24

   1.                                                   We note your response
to prior comment 3 and reissue in part. Please revise your
                                                        disclosure to detail
that even though the current trading price is below the SPAC IPO
                                                        price, the holders of
the Founder's Shares may have an incentive to sell because they will
                                                        still profit on sales
because of the lower price that they purchased their shares than the
                                                        public investors.
 Matthew Liotta
FirstName LastNameMatthew  Liotta
Volato Group, Inc.
Comapany28,
February  NameVolato
            2024     Group, Inc.
February
Page 2 28, 2024 Page 2
FirstName LastName
General

2.       We note your response to prior comment 7 and reissue in part. Please
disclose the
         potential profit any selling stockholders will earn based on the
current trading price due to
         differences in the purchase prices and the current trading price.
3.       Please update your financial statements and related information for
the fiscal year ended
         December 31, 2023. Refer to Rule 8-08(b) of Regulation S-X.
       Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
202-551-3271
with any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Energy
& Transportation
cc:      Reid Avett