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): April 28, 2026
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 $287.50 |
|
SOARW |
|
OTC
Markets Group, Inc. |
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
8.01. Other Events.
As
previously disclosed, on July 28, 2025, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”),
entered into an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with Volato Merger Subsidiary,
Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and M2i Global, Inc., a Nevada corporation
(“M2i Global”), pursuant to which Merger Sub will merge with and into M2i Global, with M2i Global surviving the merger as
a wholly-owned subsidiary of the Company (together with all other transactions contemplated by the Merger Agreement, the “Merger”).
The
Merger is subject to approval by the Company’s shareholders and other customary closing conditions. A special meeting of Volato
shareholders will be held on May 7, 2026. Detailed information regarding the meeting, including voting procedures and the proposals to
be considered, is included in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission
(“SEC”) and distributed to shareholders of record as of April 17, 2026.
On
April 18, 2026, under the terms of the Nevada Revised Statues and M2i Global’s governing documents, a stockholder of M2i Global
holding in excess of a majority of M2i Global’s voting power acted by written consent to approve and adopt the Merger and the Merger
Agreement.
The
Company is filing this Current Report on Form 8-K to provide certain unaudited pro forma condensed combined financial information regarding
the Merger for the year ended December 31, 2025.
Forward
Looking Statements
This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation
of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”
“will,” “should,” “goal,” “could” or “may” or other similar expressions.
Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,
or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking
statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently
delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made
and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance
or events. Furthermore, Volato disclaims any obligation to publicly update or revise any forward-looking statement, except as required
by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited
to, a variety of economic, competitive, and regulatory factors, many of which are beyond Volato’s control, that are described in
Volato’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025,
subsequent reports filed with the SEC, and other factors that Volato may describe from time to time in other filings with the SEC. You
should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such
list to be a complete set of all potential risks or uncertainties.
Additional
Information about the Proposed Transaction and Where to Find It
This
communication relates to a potential transaction (as defined above, the “Merger”) involving M2i Global and Volato. Volato
filed with the SEC a Current Report on Form 8-K with respect to the execution of the definitive Merger Agreement and a Registration Statement
on Form S-4 (File No. 333-292132) (as amended, the “Registration Statement”), which was declared effective on April 10, 2026
and includes a definitive proxy statement/prospectus. The definitive proxy statement/prospectus and other relevant documents were mailed
to Volato shareholders as of April 17, 2026, the record date established for voting on the proposed Merger, in connection with Volato’s
solicitation of proxies for the vote by Volato shareholders in connection with the proposed Merger and other matters described in the
Registration Statement. This communication is not a substitute for the Registration Statement, the definitive proxy statement/ prospectus
or any other document that Volato or M2i Global has filed or will file with the SEC or send to its shareholders or investors in connection
with the potential Merger. This document does not contain all the information that should be considered concerning the potential Merger
and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.
BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, VOLATO’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY VOLATO WITH THE SEC IN CONNECTION WITH
THE POTENTIAL MERGER, OR INCORPORATED BY REFERENCE THEREIN, IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE POTENTIAL MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL MERGER AND THE PARTIES TO THE POTENTIAL MERGER.
Volato
may file other relevant materials with the SEC in connection with the potential Merger. Copies of the Registration Statement, the definitive
proxy statement/prospectus, and all other relevant materials for the potential Merger filed, or that will be filed, with the SEC may
be obtained, when available, free of charge at the SEC’s website at www.sec.gov. Volato’s shareholders may also obtain copies
of the definitive proxy statement/prospectus, without charge, by directing a request to Volato at 1954 Airport Road, Suite 124, Chamblee,
GA 30341, or by telephone at (844) 399-8998.
Participants
in the Solicitation of Proxies
Volato,
M2i Global, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Volato’s
shareholders in connection with the proposed Merger. Volato’s shareholders and other interested persons may obtain, without charge,
more detailed information regarding the names and interests in the proposed Merger of Volato’s directors and officers in Volato’s
filings with the SEC, including Volato’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Volato’s shareholders in connection
with the proposed Merger and a description of their direct and indirect interests is included in the definitive proxy statement/prospectus
relating to the proposed Merger. Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus
carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated
above.
No
Offer or Solicitation
This
communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation
or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
or the solicitation of any vote or approval in any jurisdiction, pursuant to the potential Merger or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed Merger is expected to be
implemented solely pursuant to the legally binding definitive Merger Agreement which was filed as an exhibit to the Current Report on
Form 8-K filed by Volato with the SEC on July 29, 2025, and which contains the material terms and conditions of the proposed Merger.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,
or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
(b) Pro
forma financial information.
The
unaudited pro forma condensed combined financial information of the Company, giving effect to the Merger and an assumed one-for-fifteen
reverse stock split of shares of the Company’s Class A common stock, for the year ended December 31, 2025, and the accompanying
notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Unaudited pro forma condensed combined financial information of Volato Group, Inc., for the year ended December 31, 2025, and the accompanying notes thereto. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
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:
April 28, 2026 |
|
| |
|
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
