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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): October 1, 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.
As
previously disclosed, on September 2, 2024, Volato Group, Inc., a Delaware corporation (the “Company”), entered into an Aircraft
Management Services Agreement (as subsequently amended, the “Agreement”) with flyExclusive, Inc. (“flyExclusive”),
pursuant to which the Company engaged flyExclusive as an independent contractor to provide certain aircraft management services and agreed
that flyExclusive would be the exclusive provider of such services to the Company. As part of the Agreement, the Company granted flyExclusive
the right to cause the Company to merge with and into a wholly owned subsidiary of flyExclusive (the “flyExclusive Merger Option”).
Subsequently,
and 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
October 1, 2025, the Company entered into a Fourth Amendment to Aircraft Management Services Agreement (the “Amendment”)
with flyExclusive to bring the Agreement in line with Company’s pending shift in operations, new business directives, and to better
accommodate the proposed M2i Global Merger. The Amendment (i) modifies the term of the Agreement; (ii) grants flyExclusive, subject to
certain terms and conditions, the right to purchase certain aviation-related assets from the Company and assume certain obligations of
the Company (the “flyExclusive Asset Option”); (iii) grants the Company, subject to certain terms and conditions, the right
to sell certain aviation-related assets to flyExclusive and assign certain obligations of the Company to flyExclusive (the “Company
Asset Option,” and collectively with the flyExclusive Asset Option, the “Asset Options”); (iv) adds the obligation
for flyExclusive to pay the Company $100,000 upon execution of the Amendment as settlement of net payables owed by flyExclusive to the
Company under the terms of the Agreement (the “Net Payables Obligation”); and (v) modifies the material terms of the flyExclusive
Merger Option, including that the flyExclusive Merger Option is to be only exercisable in the event that the Company and M2i Global terminate
the Merger Agreement. The purchase price for the Asset Options and the Net Payables Obligations may be paid by flyExclusive in cash or
shares of flyExclusive Class A common stock, at the sole discretion of flyExclusive. flyExclusive elected to pay the Net Payables Obligation
by issuing the Company 20,576 shares of Class A common stock upon the receipt of all necessary approvals and conditions.
As
consideration for the execution of the Amendment, flyExclusive agreed to pay $2,000,000 to the Company, in cash or shares of flyExclusive
Class A common stock, in exchange for the right to receive either (i) the net proceeds that the Company receives from the sale of a certain
G280 aircraft, which is expected to be delivered to the Company pursuant to an existing agreement (the “G280 Agreement”)
with Gulfstream Aerospace Corporation (“Gulfstream”), or (ii) if, and only if, Gulfstream provides written consent, assignment
of the G280 Agreement from the Company to flyExclusive subject to the execution of an asset purchase agreement relating solely to the
transfer of the G280 Agreement. flyExclusive has elected to pay all of the $2,000,000 in shares of its Class A common stock and will
issue an aggregate of 411,523 shares of its Class A common stock to the Company upon the receipt of all necessary approvals and conditions.
Additionally, pursuant to the Amendment, flyExclusive has agreed to file, no later than October 31, 2025, a registration statement to
register the resale of flyExclusive Class A common stock to be issued to the Company in regards to the aircraft proceeds assignment and
the Net Payables Obligation.
Upon
the exercise of either of the Asset Options, if any, the Company and flyExclusive will execute an asset purchase agreement and flyExclusive
will pay an additional $2,000,000 to the Company as consideration for the purchased assets. In the event the Asset Options are exercised,
flyExclusive has agreed to file, no later thirty days following the closing of the asset purchase relating to the Asset Options, a registration
statement to register the resale of any flyExclusive Class A common stock to be issued to the Company in regards to the asset purchase.
The
Amendment contains customary representations, warranties, agreements and obligations of the parties. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a form of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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. Statements that are
not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.
Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements
are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our
beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements regarding the potential transactions
contemplated by the Agreement and the Merger Agreement. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify
forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “should,” or the negative of these terms or other similar expressions, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number
of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different
from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking
statements. These risks include risks relating to agreements with third parties; the possibility that the proposed transactions do not
close when expected or at all; our ability to raise funding in the future, as needed, and the terms of such funding, including potential
dilution caused thereby; our ability to continue as a going concern; our ability to maintain the listing of our common stock on the NYSE
American LLC; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated
difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and
subsequent reports filed with the SEC.
Forward-looking
statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Additional
Information and Where to Find It
In
connection with the transactions contemplated by the Merger Agreement, the Company intends to file with the SEC a registration statement
on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement/prospectus. This Current Report
on Form 8-K is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document
that the Company or M2i Global has filed or will file with the SEC or send to its stockholders or investors in connection with the proposed
M2i Global Merger. This document does not contain all the information that should be considered concerning the proposed M2i Global 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, THE COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE
PROPOSED M2I GLOBAL MERGER OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED M2I GLOBAL MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED M2I GLOBAL MERGER AND THE
PARTIES TO THE PROPOSED M2I GLOBAL MERGER.
After
the Registration Statement is declared effective, the definitive proxy statement will be mailed to stockholders of the Company as of
a record date to be established for voting on the proposed M2i Global Merger. Additionally, the Company will file other relevant materials
with the SEC in connection with the proposed M2i Global Merger. Copies of the Registration Statement, the definitive proxy statement/final
prospectus and all other relevant materials for the proposed M2i Global 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. The Company’s stockholders may also obtain copies of
the definitive proxy statement/prospectus, when available, without charge, by directing a request to the Company at 1954 Airport Road,
Suite 124, Chamblee, GA 30341, or by telephone at (844) 399-8998.
Participants
in the Solicitation of Proxies
The
Company and M2i Global and certain of their respective directors and officers may be deemed participants in the solicitation of proxies
from the Company’s stockholders in connection with the proposed M2i Global Merger. the Company’s stockholders and other interested
persons may obtain, without charge, more detailed information regarding the names and interests in the proposed M2i Global Merger of
the Company’s directors and officers in the Company’s filings with the SEC, including the Company’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 the Company’s stockholders in connection with the proposed M2i Global Merger and a description of
their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed M2i Global
Merger when it becomes available. Stockholders, potential investors and other interested persons should read the 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 proposed M2i Global Merger or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed M2i Global Merger
is expected to be implemented solely pursuant to the legally binding definitive agreement which was filed as an exhibit to the Company’s
Current Report on Form 8-K filed with the SEC on July 29, 2025, and which contains the material terms and conditions of the proposed
M2i Global 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.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Fourth Amendment to Aircraft Management Services Agreement, dated October 1, 2025, between Volato Group, Inc. and flyExclusive, 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:
October 7, 2025
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
