Volato Group Inc-A SEC Filings

Volato Group, Inc. is registering 78,216,731 shares of Class A common stock to be issued as stock consideration in its planned acquisition of M2i Global, Inc.

Each share of M2i Global common stock will convert into Volato shares so that former M2i holders own about 85% of the combined company on a fully diluted basis, with existing Volato holders owning about 15%, excluding Volato warrants. Based on an assumed structure, Volato estimates the consideration at roughly $50.8 million, or $0.65 per combined-company share, using the January 7, 2026 Volato trading price.

Volato shareholders are being asked at a virtual special meeting to approve the merger, the large new share issuance that triggers a change of control, election of seven directors, a corporate name change to “M2i Global, Inc.”, a new 2026 stock incentive plan, and a discretionary reverse stock split in a range of one-for-two to one-for-eight. M2i Global shareholders have already approved the merger by written consent.

Volato Group, Inc. reported that its Board of Directors elected Alan D. Gaines to the Board, effective December 19, 2025. He will serve as a Class III director until the company’s 2026 Annual Meeting of Stockholders and until a successor is elected and qualified or he otherwise leaves the role.

The Board appointed Mr. Gaines to the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee, and named him Chairman of the Audit Committee. As an independent director, he will receive compensation consistent with other non-employee independent directors. The company states there is no arrangement or understanding with other persons related to his election and no material related-party transactions involving him that require disclosure.

Volato Group, Inc. reported that it has received a letter from NYSE Regulation confirming the company has regained compliance with all continued listing standards of the NYSE American. The company resolved previously identified deficiencies under Sections 1003(a)(i) and (ii) of the NYSE American Company Guide referenced in an earlier exchange letter.

As a result, the “below compliance” (.BC) indicator will be removed from Volato’s Class A common stock trading symbol, and the company will be taken off NYSE American’s list of noncompliant issuers. Volato noted it will remain subject to the exchange’s continued listing monitoring procedures and emphasized its commitment to maintaining strong financial discipline and governance.

Volato Group, Inc. disclosed that its Board of Directors has announced a stock dividend of shares of flyExclusive, Inc. for Volato shareholders.

Shareholders of record as of December 26, 2025 will receive approximately 0.0348 shares of flyExclusive (NYSE American: FLYX) for each share of Volato Class A common stock they hold on that date. This stock dividend gives existing Volato investors an additional ownership position in flyExclusive alongside their Volato shares.

Volato Group, Inc. is registering 57,718,662 shares of Class A common stock to be issued as Merger Consideration in its planned merger with M2i Global, Inc. Each M2i Global common share will convert into Volato Class A shares so that M2i holders receive 85% of the combined company’s fully diluted common stock at closing, excluding Volato warrants, with current Volato holders retaining about 15%.

Based on an assumption of 10,185,646 fully diluted Volato shares before closing, Volato estimates the stock consideration at approximately $11.5 million, or $1.51 per combined-company share, before any reverse stock split. Volato stock last traded at $1.20 per share on December 12, 2025. Stockholders are being asked to approve the Merger, the large stock issuance and resulting change of control, election of seven directors, a name change to “M2i Global, Inc.,” a 2025 stock incentive plan, and a reverse stock split between one-for-two and one-for-eight, plus a possible adjournment to solicit additional proxies.

Volato Group, Inc. filed an amended current report to update prior disclosure related to its planned merger with M2i Global, Inc. and a potential reverse stock split. The amendment increases a liability tied to a Fourth Amendment to an Aircraft Management Services Agreement with flyExclusive, Inc. and makes grammatical edits, while leaving all other prior disclosures unchanged.

Volato reiterates that its merger subsidiary will merge into M2i Global, which will become a wholly owned subsidiary, subject to stockholder approval and customary closing conditions. To support an NYSE American listing for the combined company, Volato plans to seek stockholder approval for a reverse stock split of its Class A common stock. The company also provides unaudited pro forma condensed combined financial information, reflecting the merger and an assumed one-for-six reverse stock split for the three fiscal quarters ended September 30, 2025 and the year ended December 31, 2024, furnished as Exhibit 99.1.

Volato Group, Inc. entered into an at-the-market (“ATM”) Sales Agreement with Virtu Americas LLC to offer and sell shares of its Class A common stock from time to time. The program allows Volato to issue shares with an aggregate gross sales price of up to $9,300,000, conducted as ATM offerings on NYSE American LLC or through other agreed methods permitted by law.

Any shares sold will be issued under Volato’s effective shelf registration statement on Form S-3 and a related prospectus supplement dated December 8, 2025. Volato will pay Virtu a commission of up to 3.0% of the gross sales price of shares sold and reimburse specified expenses. Neither the company nor Virtu is obligated to sell or purchase any shares, and the offering can be suspended or terminated by either party or will end once the $9,300,000 aggregate sales limit is reached.

Volato Group, Inc. is launching an at-the-market equity program to offer and sell up to $9,300,000 of its Class A common stock through Virtu Americas LLC as sales agent. Shares will be issued from time to time on the NYSE American under the symbol SOAR in transactions at prevailing market prices or prices related to them.

Volato had 7,459,560 shares outstanding before this program and would have 14,725,185 shares outstanding if it sold an illustrative 7,265,625 shares at $1.28, highlighting potential dilution for existing holders. Virtu will earn a 3.0% commission on gross proceeds. Volato plans to use any net proceeds for working capital and general corporate purposes, including operating expenses, research and development, acquisitions, debt repayment and other strategic investments.

Volato Group, Inc. provides an update on its proposed merger with M2i Global, Inc., a Nevada company focused on critical minerals supply chains. Volato previously agreed that its merger subsidiary will combine with M2i Global, leaving M2i Global as a wholly owned subsidiary of Volato, with the combined company subject to stockholder approval and other customary closing conditions.

The company also plans to seek stockholder approval for a potential one-for-six reverse stock split of its Class A common stock. The primary goal is to increase the share price to help the combined company meet initial NYSE American listing requirements. Volato is filing unaudited pro forma condensed combined financial information giving effect to the merger and the assumed reverse stock split for the three fiscal quarters ended September 30, 2025 and the year ended December 31, 2024 as Exhibit 99.1.