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Volato Group, Inc. reported that it has received a letter from NYSE Regulation confirming the company has regained compliance with all continued listing standards of the NYSE American. The company resolved previously identified deficiencies under Sections 1003(a)(i) and (ii) of the NYSE American Company Guide referenced in an earlier exchange letter.
As a result, the “below compliance” (.BC) indicator will be removed from Volato’s Class A common stock trading symbol, and the company will be taken off NYSE American’s list of noncompliant issuers. Volato noted it will remain subject to the exchange’s continued listing monitoring procedures and emphasized its commitment to maintaining strong financial discipline and governance.
Volato Group, Inc. disclosed that its Board of Directors has announced a stock dividend of shares of flyExclusive, Inc. for Volato shareholders.
Shareholders of record as of December 26, 2025 will receive approximately 0.0348 shares of flyExclusive (NYSE American: FLYX) for each share of Volato Class A common stock they hold on that date. This stock dividend gives existing Volato investors an additional ownership position in flyExclusive alongside their Volato shares.
Volato Group, Inc. is registering 57,718,662 shares of Class A common stock to be issued as Merger Consideration in its planned merger with M2i Global, Inc. Each M2i Global common share will convert into Volato Class A shares so that M2i holders receive 85% of the combined company’s fully diluted common stock at closing, excluding Volato warrants, with current Volato holders retaining about 15%.
Based on an assumption of 10,185,646 fully diluted Volato shares before closing, Volato estimates the stock consideration at approximately $11.5 million, or $1.51 per combined-company share, before any reverse stock split. Volato stock last traded at $1.20 per share on December 12, 2025. Stockholders are being asked to approve the Merger, the large stock issuance and resulting change of control, election of seven directors, a name change to “M2i Global, Inc.,” a 2025 stock incentive plan, and a reverse stock split between one-for-two and one-for-eight, plus a possible adjournment to solicit additional proxies.
Volato Group, Inc. filed an amended current report to update prior disclosure related to its planned merger with M2i Global, Inc. and a potential reverse stock split. The amendment increases a liability tied to a Fourth Amendment to an Aircraft Management Services Agreement with flyExclusive, Inc. and makes grammatical edits, while leaving all other prior disclosures unchanged.
Volato reiterates that its merger subsidiary will merge into M2i Global, which will become a wholly owned subsidiary, subject to stockholder approval and customary closing conditions. To support an NYSE American listing for the combined company, Volato plans to seek stockholder approval for a reverse stock split of its Class A common stock. The company also provides unaudited pro forma condensed combined financial information, reflecting the merger and an assumed one-for-six reverse stock split for the three fiscal quarters ended September 30, 2025 and the year ended December 31, 2024, furnished as Exhibit 99.1.
Volato Group, Inc. entered into an at-the-market (“ATM”) Sales Agreement with Virtu Americas LLC to offer and sell shares of its Class A common stock from time to time. The program allows Volato to issue shares with an aggregate gross sales price of up to $9,300,000, conducted as ATM offerings on NYSE American LLC or through other agreed methods permitted by law.
Any shares sold will be issued under Volato’s effective shelf registration statement on Form S-3 and a related prospectus supplement dated December 8, 2025. Volato will pay Virtu a commission of up to 3.0% of the gross sales price of shares sold and reimburse specified expenses. Neither the company nor Virtu is obligated to sell or purchase any shares, and the offering can be suspended or terminated by either party or will end once the $9,300,000 aggregate sales limit is reached.
Volato Group, Inc. is launching an at-the-market equity program to offer and sell up to $9,300,000 of its Class A common stock through Virtu Americas LLC as sales agent. Shares will be issued from time to time on the NYSE American under the symbol SOAR in transactions at prevailing market prices or prices related to them.
Volato had 7,459,560 shares outstanding before this program and would have 14,725,185 shares outstanding if it sold an illustrative 7,265,625 shares at $1.28, highlighting potential dilution for existing holders. Virtu will earn a 3.0% commission on gross proceeds. Volato plans to use any net proceeds for working capital and general corporate purposes, including operating expenses, research and development, acquisitions, debt repayment and other strategic investments.
Volato Group, Inc. provides an update on its proposed merger with M2i Global, Inc., a Nevada company focused on critical minerals supply chains. Volato previously agreed that its merger subsidiary will combine with M2i Global, leaving M2i Global as a wholly owned subsidiary of Volato, with the combined company subject to stockholder approval and other customary closing conditions.
The company also plans to seek stockholder approval for a potential one-for-six reverse stock split of its Class A common stock. The primary goal is to increase the share price to help the combined company meet initial NYSE American listing requirements. Volato is filing unaudited pro forma condensed combined financial information giving effect to the merger and the assumed reverse stock split for the three fiscal quarters ended September 30, 2025 and the year ended December 31, 2024 as Exhibit 99.1.
Volato Group, Inc. (SOAR) is providing investors with a clearer view of its planned merger with M2i Global, Inc., a Nevada company focused on critical minerals supply chains. The company previously signed a Merger Agreement on July 28, 2025 under which a Volato subsidiary will merge into M2i Global, making M2i Global a wholly owned subsidiary, subject to stockholder approval and other customary closing conditions.
In this report, Volato files unaudited pro forma condensed combined financial information for the three fiscal quarters ended September 30, 2025 and for the year ended December 31, 2024 as Exhibit 99.1, illustrating how the combined company’s results might have looked if the merger had occurred earlier. The filing also includes extensive forward-looking statement disclosures and explains that a Form S-4 registration statement with a proxy statement/prospectus will be filed for stockholder voting on the proposed merger.
Volato Group, Inc. (SOAR) reported insider equity activity by its Chief Executive Officer, who is also a director and 10% owner. The filing shows multiple acquisitions of common stock held indirectly through the CEO's spouse, including 2,072 shares at $1.41 on 07/31/2025, 3,641 shares at $1.68 on 09/15/2025, 2,670 shares at $1.68 on 10/03/2025, 5,847 shares at $1.77 on 10/01/2025, and 15,287 shares at $1.67 on 11/01/2025. Following these transactions, 311,684 common shares are beneficially owned indirectly. The company explains that these shares were delivered upon incremental vesting and settlement of restricted stock units granted under its 2023 and 2025 Stock Incentive Plans, with vesting tied to defined performance milestones.
Volato Group (SOAR) reported Q3 2025 results showing a smaller, software‑centric business following the transition of flight operations to flyExclusive and the sale of its Part 135 certificate. Revenue was $381 thousand, with an operating loss of $2.564 million. Other income and gains drove net income of $7.145 million, including $4.814 million from discontinued operations.
For the nine months, net income was $11.202 million. The balance sheet improved markedly: the prior working capital strain eased and shareholders’ equity turned positive at $4.105 million as of September 30, 2025, after repaying the SAC G280 credit facility and converting notes into equity. Cash was $4.350 million and liabilities totaled $9.485 million. Shares outstanding were 7,441,603 as of November 5, 2025.
The company disclosed a going concern uncertainty, citing an accumulated deficit of $93.105 million and plans to fund operations through aircraft sales margins and future financing. Volato announced a pending merger with M2i Global, subject to stockholder approval, under which M2i holders are expected to own about 85% of the combined company.