Volato Group (NYSE: SOAR) extends M2i Global merger deadline

Rhea-AI Filing Summary

Volato Group, Inc. has amended its planned acquisition of M2i Global, Inc., a Nevada company focused on critical minerals supply chains. On January 19, 2026, Volato entered into Amendment No. 1 to the existing Agreement and Plan of Merger and Reorganization, changing only the transaction timeline.

The amendment extends the merger agreement’s End Date to March 31, 2026, giving both parties more time to satisfy conditions to closing. All substantive terms and mutual protections of the original merger agreement remain in place. The merger, under which M2i Global would become a wholly owned subsidiary of Volato, continues to be subject to Volato stockholder approval and other customary closing conditions.

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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): January 19, 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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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     x

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.     o

Item 1.01 Entry Into a Material Definitive Agreement.

Amendment

As previously disclosed, on July 28, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (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 specializing in the development and execution of a complete global value supply chain for critical minerals (“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 “M2i Global Merger”). The M2i Global Merger is subject to approval by the Company’s stockholders and other customary closing conditions.

On January 19, 2026, the Company entered into Amendment No. 1 to Agreement and Plan of Merger and Reorganization (the “Amendment”) with M2i Global, Inc. The Amendment modifies the End Date of the Agreement, extending the End Date (as defined in the Merger Agreement) to March 31, 2026, representing a measured and prudent adjustment that enhances the probability of successful completion while maintaining the substantive terms and mutual protections of the original Merger Agreement. The extension reflects sound business judgment and demonstrates both parties' ongoing commitment to the strategic transaction.

No Solicitation or Offer

This communication shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Transactions, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to any registration or qualification under the securities laws of any such jurisdictions. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.

Item 9.01.       Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1						Amendment No. 1 to Agreement and Plan of Merger and Reorganization
104						Cover Page Interactive Data File (embedded within 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: January 20, 2026

			Volato Group, Inc.
			By:			/s/ Mark Heinen
			Name:			Mark Heinen
			Title:			Chief Financial Officer

FAQ

What did Volato Group (SOAR) change in its merger agreement with M2i Global?

Volato Group entered into Amendment No. 1 to its merger agreement with M2i Global, extending the End Date of the agreement to March 31, 2026 while leaving the substantive terms and mutual protections unchanged.

Who is M2i Global in Volato Group’s planned transaction?

M2i Global, Inc. is a Nevada corporation that specializes in developing and executing a complete global value supply chain for critical minerals and is the target company in Volato Group’s planned merger.

Does the M2i Global merger still require shareholder approval from Volato Group?

Yes. The merger remains subject to approval by Volato Group’s stockholders as well as other customary closing conditions.

What is the new End Date for the Volato–M2i Global merger agreement?

The amendment sets March 31, 2026 as the new End Date under the merger agreement between Volato Group and M2i Global.

Did Volato Group change any financial or structural terms of the M2i Global merger?

According to the amendment description, the extension of the End Date does not alter the substantive terms or mutual protections in the original merger agreement.

Does this 8-K involve an offer or sale of Volato Group securities?

No. The communication explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any proxy, vote, consent, or approval.