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Volato Group, Inc. entered into an ATM Sales Agreement allowing it to sell up to $3,700,000 of Class A common stock from time to time through Curvature Securities, which will earn up to a 3% commission on gross sales. The shares are registered under an existing Form S-3 shelf and may be issued at-the-market on NYSE American.
The company also provides an extensive update on its planned merger with M2i Global, Inc., under which M2i Global holders are expected to receive Class A common stock equal to 85% of the combined company on a fully diluted basis. Based on an assumption of 21,115,249 fully diluted Volato shares before closing, Volato estimates issuing about 119,222,731 new shares as Merger Consideration, which would significantly dilute current Volato stockholders’ ownership and voting power.
The filing highlights numerous risks, including the possibility the merger may not close, substantial deal and integration costs, potential disruption to both businesses, regulatory and stockholder approvals that may be hard to obtain, and the risk that expected strategic and financial benefits may not be realized. It notes that, if the merger fails, Volato’s board may consider alternative transactions or even dissolution and liquidation, in which case common stockholders could lose all or a significant portion of their investment after creditors and reserves are satisfied.
Volato Group, Inc. is registering 119,222,731 shares of Class A common stock to be issued as merger consideration in connection with its proposed merger with M2i Global, Inc.. The filing states the Merger would result in M2i Global stockholders owning approximately 85% of the Combined Company on a fully diluted basis, with Volato stockholders holding approximately 15%. The registrant estimates the aggregate value of the estimated Merger Consideration at $32.9 million (about $0.2758 per share) based on Volato’s trading price on March 25, 2026. The Merger, related stockholder proposals (including a potential reverse stock split), Nasdaq listing approval and customary closing conditions are described; timing is tied to satisfaction of those conditions.
Volato Group, Inc. has terminated its at-the-market stock sales program. The company previously entered into an ATM Sales Agreement with Virtu Americas LLC on December 5, 2025, allowing sales of Class A common stock of up to $9,300,000.
On March 19, 2026, Volato delivered a Notice of Termination under Section 13(b) of the agreement, making the termination effective March 22, 2026. No further offers or sales will occur under this program. Before termination, Volato sold shares with an aggregate value of $477,090.84 through the ATM.
Volato Group, Inc. reported that it received a notice from NYSE American on March 17, 2026 stating it no longer meets continued listing standards that require stockholders’ equity of at least $2.0 million or $4.0 million, depending on the pattern of recent losses. Volato must submit a compliance plan by April 16, 2026, describing how it will regain compliance by December 17, 2026, or it faces potential delisting. Its shares will continue to trade on NYSE American under ticker SOAR during this nine‑month period if other listing standards are met. The company also highlighted that its latest auditor’s report includes a “going concern” explanatory paragraph, indicating substantial doubt about its ability to continue operating, although the opinion is not qualified and the financial statements follow U.S. GAAP.
Volato Group, Inc. proposes to issue approximately 115,107,548 shares of Class A common stock as Merger Consideration in connection with its merger with M2i Global, Inc. The proxy statement/prospectus dated March 2026 explains the exchange ratio (M2i holders to receive shares representing 85% of the Combined Company on a fully diluted basis), an estimated aggregate value of $42.5 million (based on a $0.369 per-share price as of March 6, 2026), and a special meeting of Volato stockholders on April 20, 2026 to vote on the Merger, stock issuance, board composition, name change, stock incentive plan, and a reverse stock split (1-for-2 to 1-for-25 range).
The filing states the Merger is conditioned on customary closing items including shareholder approvals, Nasdaq listing approval, effectiveness of the registration statement, and Volato net debt being at or below $10,000,000 at closing (waivable by M2i Global). The Combined Company is expected to operate two divisions: critical-minerals operations and software/data solutions, and to be renamed M2i Global, Inc. upon closing.
Volato Group, Inc. files its annual report describing a small, early-stage aviation technology and enterprise AI business facing significant financial risk. The company has a limited operating history, recurring net losses, and its auditor raised substantial doubt about its ability to continue as a going concern due to ongoing cash needs and dependence on new capital.
Volato has shifted from owning and operating aircraft to a software-led model. Its Vaunt empty-leg platform has over 190,000 app downloads, completed 1,145 flights in 2025, and generated more than $1.5 million in annual recurring revenue. The Mission Control operations platform is now commercialized with flyExclusive as a flagship third-party user.
The Parslee enterprise AI platform for Microsoft 365 entered its first paying pilot programs in the third quarter of 2025, but remains in beta. Volato sold its GC Aviation subsidiary for $2.0 million, monetized intellectual property and G280-related rights through equity and cash arrangements with flyExclusive, and continues to rely on third-party operators for flights.
Volato agreed to merge with M2i Global, Inc., with M2i stockholders expected to own about 85% of the combined company if the deal closes, expanding into critical minerals software. The company also has up to $36 million of 10% original-issue-discount convertible notes outstanding or available, which can convert into common shares at discounted prices and significantly dilute existing holders.
As of June 30, 2025, non‑affiliate common equity had an aggregate market value of $4,627,542 based on NYSE American pricing, and as of March 6, 2026 there were 16,242,827 common shares outstanding. Management highlights numerous risks, including capital needs, dependence on flyExclusive and AI vendors, NYSE American listing compliance, technology and cybersecurity exposure, privacy and TCPA obligations, and potential dilution from future equity issuances.
Volato Group, Inc. is registering 78,216,731 shares of Class A common stock in connection with a proposed stock-for-stock merger with M2i Global, Inc. Under the Merger Agreement, M2i Global stockholders are expected to receive Volato shares so they hold about 85% of the combined company on a fully diluted basis, excluding Volato warrants, while existing Volato holders retain about 15%.
Based on an assumed 18,424,046 fully diluted Volato shares before closing, Volato estimates issuing approximately 104,402,929 shares as Merger Consideration, valued at about $51.9 million, or $0.497 per combined-company share, using the February 6, 2026 Volato trading price. Volato common stock is currently listed on NYSE American as “SOAR”; the combined company is expected to list on Nasdaq and be renamed M2i Global, Inc.
A special meeting on March 31, 2026 will ask Volato stockholders to approve the Merger, the large stock issuance that triggers a change of control, election of seven directors, a name change, a new 2026 stock incentive plan, a discretionary reverse stock split of between 1-for-2 and 1-for-15, and a possible adjournment to secure votes.
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.
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.