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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):
September 30, 2025
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
1.01 Entry Into a Material Definitive Agreement.
On
September 30, 2025, Volato Group, Inc., a Delaware corporation (the “Company”), entered into Share Exchange Agreements (the
“Agreements”), with Tysadco Partners, LLC, a Delaware limited liability company, and Douglas Cole (the “Investors”).
The Investors are shareholders of M2i Global, Inc., a Nevada corporation (“M2i Global”),
whose common stock is publicly traded on the OTCQB Venture Market of OTC Markets Group, Inc. under the symbol “MTWO”.
Pursuant to the Agreements, the Company agreed to issue an aggregate of 1,197,604 shares of the Company’s Class A common stock
(the “Volato Shares”) to the Investors in exchange for an aggregate of 16,000,000 shares of M2i Global common stock (the
“M2i Shares”). With an implied value of $0.125 per share for the M2i Shares and $1.67 per share for the Volato Shares, the
exchange was valued at an aggregate of $2,000,000.
The
Volato Shares issued to the Investors have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).
However, the Company has agreed to promptly, but in no event later than sixty (60) days following the issuance of the Volato Shares,
file a registration statement with the Securities and Exchange Commission for the purpose of registering the resale of the Volato Shares.
The
Agreements contain customary representations, warranties, agreements and obligations of the parties. Among other things, the Investors
represented to the Company that they are each an “accredited investor” (as such term is defined in Rule 501(a) of Regulation
D under the Securities Act). The Company offered and issued the Volato Shares in reliance upon the exemptions from registration contained
in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
The
foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreements,
a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Share Exchange Agreement, dated September 30, 2025, between the Company and certain shareholders of M2i Global, Inc. |
| |
|
|
| 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:
September 30, 2025
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
