VOLATO GROUP, INC. WTS 8-K Filings

Volato Group, Inc. (SOAR), through its Alignment Engine subsidiary, entered into a master services agreement with a customer covering two initial orders with approximately $1.17 billion in aggregate contractual value. The orders call for dedicated, single-tenant AMD GPU clusters at the subsidiary’s Ohio campus: an MI355X deployment with a contractual start date of December 31, 2026, and an MI455X deployment with a contractual start date of June 30, 2027. Each deployment has a 48-month term.

The orders include approximately $133 million in contractual prepayments, including approximately $40 million due following execution of the initial order; remaining prepayments are scheduled based on dates and equipment-shipment milestones. Additional orders may be placed by the customer or by Alignment Engine on the customer’s behalf with the customer’s express written authorization. The agreement continues while any orders remain in effect unless terminated earlier; either party may terminate for an uncured material breach after written notice and a 30-day cure period, among other rights.

Volato Group, Inc. (SOAR) closed its merger with Alignment Engine Inc., issuing 79,078 shares of Series A Preferred Stock and 316,312 shares of Series A‑1 Preferred Stock as Merger Consideration Shares. These, together with replacement options and warrants, are designed to give former Aligned securityholders 95% of Volato’s Class A common stock on an as converted and fully diluted basis, assuming a combined post‑closing valuation of $508,502,712 and an Aligned valuation of $500 million.

The preferred shares are non‑voting and only convertible after NYSE American listing approval, stockholder approval of the Preferred Stock Conversion and an authorized share increase. Each preferred share has a $641.5267 stated value and a $0.1537 conversion price, subject to a 4.99%–9.99% Beneficial Ownership Limitation. Aligned holders face a 180‑day lock‑up on Conversion Shares, and Volato’s officers and directors entered parallel 180‑day lock‑ups plus voting agreements to support merger proposals. Volato also issued a $7.5 million senior unsecured convertible promissory note maturing September 11, 2027 as a fifth tranche under a $36 million facility, to help fund the Aligned business plan. At closing, former CEO Matthew Liotta resigned and Alignment’s CEO Christopher Ensey became Volato’s CEO and joined the board.

Volato Group, Inc. (SOAR) has entered into a Sixth Amendment to its Aircraft Management Services Agreement with flyExclusive, Inc., extending the term of this aircraft management arrangement so that the Agreement now expires at 5:00 p.m. Eastern Time on December 31, 2026.

The existing structure of the relationship remains in place: flyExclusive continues as exclusive provider of certain aircraft management services and continues to use commercially reasonable efforts to include designated aircraft in Volato’s Vaunt empty-leg flight platform at no cost to Volato. The Amendment does not change the previously negotiated Asset Options between the parties, under which flyExclusive may purchase certain aviation-related assets and Volato may sell certain aviation-related assets to flyExclusive. Volato has previously sold unused intellectual property assets to flyExclusive for $1.3 million under these arrangements, with $0.7 million of assets still available to be sold.

Volato Group, Inc. (SOAR) agreed to acquire Alignment Engine Inc., an AI infrastructure company, in a merger valuing Alignment Engine at approximately $500 million. Alignment Engine will merge into a Volato subsidiary, which will survive as a wholly owned unit, and Volato will later adopt a new name selected by Alignment Engine.

Aligned securityholders will receive 1,000 shares of voting Series A Preferred Stock and 4,000 shares of non‑voting Series A‑1 Preferred Stock, plus options and warrants, all collectively convertible or exercisable into 95% of Volato’s Class A common stock on an as‑converted, fully diluted basis. A landlord warrant will represent an additional 1.5% of fully diluted common stock at a nominal $0.0001 exercise price. Conversion of the preferred stock and the new options and warrants depends on NYSE American listing approval, stockholder approval of the conversions and an authorized share increase.

Closing is subject to conditions including termination of a prior securities purchase agreement, receipt of a third‑party fairness opinion, Volato having at least $2.95 million of unrestricted cash, limits on debt and expenses, no NYSE American delisting notice, and no material adverse effect on either party. At closing, Matthew Liotta is expected to step down as CEO, with Alignment Engine CEO Christopher Ensey becoming CEO and a director, while Mark Heinen remains CFO.

Volato Group, Inc. announced that its Board of Directors appointed David Allen as an independent Class III director, with a term expiring at the 2026 annual meeting of stockholders. He will chair the Audit Committee and serve on the Nominating and Governance and Compensation Committees.

The Board also approved an Executive Employment Agreement with Chief Financial Officer Mark Heinen. The agreement provides a base salary of $310,000, an annual bonus opportunity targeting 100% of base salary with a maximum of 200%, and severance equal to 12 months of base salary for certain qualifying terminations, with additional protection after a change in control. Heinen is also eligible for a one-time $50,000 cash performance bonus and a $100,000 retention bonus upon closing a Board‑approved strategic business combination, subject to continued employment.

Volato Group, Inc. released a preliminary update for the second quarter of 2026, highlighting a much cleaner balance sheet and rapid growth in its Vaunt aviation membership platform. All outstanding convertible notes were eliminated during the quarter, and total liabilities excluding deferred revenue fell about 75% year-over-year to approximately $5 million, with cash and cash equivalents of about $8.4 million as of June 30, 2026.

Vaunt delivered record cash sales of roughly $2.2 million, up 56% sequentially and 199% year-over-year, while projected Annual Recurring Revenue reached about $4.7 million, growing 51% quarter-over-quarter and 250% year-over-year. Paid Vaunt membership rose to approximately 2,743 active members, with strong growth in app downloads and flights booked, as management continues to advance its AI-focused Parslee platform and evaluate a potential strategic merger targeted for the third quarter of 2026. All figures are unaudited and subject to change.

Volato Group, Inc. completed a registered direct equity financing, selling 11,038,767 shares of Class A common stock at $0.165 per share. The transaction closed on June 30, 2026 and generated gross proceeds of approximately $1,821,397.02 before fees and expenses.

The shares were sold to accredited investors under a Securities Purchase Agreement, relying on Section 4(a)(2) and Regulation D exemptions and using an effective shelf registration statement on Form S-3. A related legal opinion was filed as an exhibit, and standard forward-looking statement cautions and risk references were reiterated.

Volato Group, Inc. entered into a Securities Purchase Agreement with certain investors to sell 11,038,767 shares of Class A common stock at $0.165 per share in a registered direct offering, for expected gross proceeds of approximately $1,821,397.02 before fees and expenses. The deal has no placement agent or underwriter, and the company will reimburse investor expenses up to $25,000. Volato agreed not to issue additional common stock or equivalents or file most registration statements for 30 days after closing, and not to enter Variable Rate Transactions for nine months. Separately, director Alan Gaines resigned from the board effective June 24, 2026, citing his role at a digital infrastructure company that could be viewed as a potential competitor as Volato explores AI and digital infrastructure opportunities, and his resignation was not due to any disagreement with the company.

Volato Group, Inc. closed a previously announced private placement of its Class A common stock with institutional investors. The company issued 6,500,000 shares at $0.34 per share in this unregistered offering, generating approximately $2.21 million in gross proceeds before fees and expenses.

The parties also amended their Registration Rights Agreement to extend the deadline for filing a registration statement covering the resale of these shares to 5:30 p.m. Eastern Time on June 18, 2026. The shares were sold in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and cannot be freely resold in the United States without registration or a further exemption.

Volato Group, Inc. entered into a Securities Purchase Agreement on June 7, 2026 to sell 6,500,000 shares of its Class A common stock at $0.34 per share, for expected gross proceeds of about $2.21 million. The transaction is an unregistered private placement relying on Section 4(a)(2) and Regulation D.

The deal is led by Catheter Precision, Inc. and other institutional investors, and closing depends on customary conditions, including NYSE American approval of a supplemental listing application and delivery of specified third-party securities to Catheter Precision. Volato also granted investors registration rights to resell the shares and agreed not to enter into Variable Rate Transactions for nine months, while highlighting a renewed strategic focus on AI infrastructure and related acquisition opportunities.

Volato Group, Inc. has terminated its previously announced merger agreement with M2i Global, Inc. after the deal was not completed by the outside closing date of March 31, 2026. Volato delivered written notice of termination on June 4, 2026 and will not pay any termination fee or penalty.

The company ended the transaction as part of a broader review of strategic alternatives. It has received unsolicited letters of intent that it believes may offer greater value for shareholders than the terminated merger and is evaluating other potential strategic transactions. Volato cautions that there is no assurance any discussions or evaluations will lead to a definitive agreement or completed deal and highlights risks including potential adverse business effects and maintaining compliance with NYSE American listing requirements.

Volato Group, Inc. reports that NYSE American has accepted its plan to regain compliance with the exchange’s continued listing standards. The approval allows Volato’s Class A common stock to keep trading on NYSE American while the company works under a plan period through December 17, 2026.

The company previously fell out of compliance after reporting a stockholders’ deficit as of December 31, 2025 and recording losses from continuing operations and/or net losses in three of its four most recent fiscal years. If Volato does not regain compliance or show sufficient progress under the plan by December 17, 2026, NYSE American may initiate delisting proceedings.

Volato Group, Inc. reported that shareholders approved its merger with M2i Global, Inc. and related proposals at a special meeting held May 7, 2026. The merger agreement and transactions received 13,053,706 votes in favor, with several companion proposals also passing.

Shareholders approved issuing 20% or more of Volato common stock as merger consideration, a change of control under NYSE American rules, and elected seven directors for the combined company. They also approved changing the corporate name to M2i Global, Inc., adopting the M2i Global, Inc. 2026 Stock Incentive Plan, and granting the board discretion to implement a reverse stock split between 1-for-2 and 1-for-25.

As of April 17, 2026, 38,903,163 shares were outstanding and entitled to vote, with 15,140,570 shares present or represented by proxy, establishing a quorum. A related press release states the merger is expected to close by the end of the second quarter of 2026, after remaining conditions are satisfied, and that M2i Global shareholders are expected to own approximately 85% of the combined company and Volato shareholders about 15% on a fully diluted basis, excluding warrants.

Volato Group, Inc. is providing unaudited pro forma condensed combined financial information for its planned merger with M2i Global and an assumed one-for-fifteen reverse stock split. The transaction is structured as a reverse acquisition in which M2i Global is the accounting acquirer, and Volato shareholders are expected to own about 15% of the combined company.

The preliminary purchase price allocated to Volato equity holders is approximately $8.9 million, based on 2,594,278 assumed Volato shares at $3.44 per share. Pro forma results for 2025 show revenue of $78.6 million and a net loss of about $3.7 million, or $(0.22) per share, after merger-related accounting adjustments. Closing remains subject to Volato shareholder approval, net debt and Nasdaq listing conditions, with M2i Global’s majority stockholder already approving the merger by written consent.

Volato Group, Inc. entered into a series of Share Exchange Agreements with several investors who hold common stock of M2i Global, Inc. The company agreed to issue an aggregate of 5,407,499 shares of its Class A common stock in exchange for 48,044,912 shares of M2i Global common stock.

The transaction reflects an implied value of $0.0304 per share for the M2i Global shares and $0.2701 per share for the Volato shares. These Volato shares were issued in a private placement relying on exemptions under Section 4(a)(2) and Regulation D of the Securities Act.

Although initially unregistered, Volato agreed to file a registration statement to register the resale of the Volato shares within 60 days after issuance. The investors represented that they are accredited investors, and the agreements include customary representations, warranties, and obligations.

Volato Group, Inc. reported a change in its independent auditor and highlighted prior going concern issues. On April 13, 2026, the company dismissed Elliott Davis, PLLC and engaged TAAD, LLP as its new independent registered public accounting firm, with Audit Committee approval.

Elliott Davis’s audit report on the year ended December 31, 2025 included an explanatory paragraph expressing substantial doubt about Volato’s ability to continue as a going concern and noted material weaknesses in controls and procedures. The company states there were no disagreements with Elliott Davis on accounting, disclosure, or audit scope, and no reportable events beyond the going concern and previously disclosed material weaknesses.

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. 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. 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.

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. 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. 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 (SOAR) reported that it announced its financial results for the third quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to provide the full details. This update was communicated through a current report and reflects routine disclosure of quarterly performance information.

Volato Group, Inc. (SOAR) filed an 8-K to furnish unaudited pro forma condensed combined financial information for its proposed merger with M2i Global, Inc. The pro formas cover the two fiscal quarters ended June 30, 2025 and the year ended December 31, 2024, and are provided as Exhibit 99.1.

The merger would combine Volato with M2i Global, a company focused on critical minerals supply chains, with M2i Global becoming a wholly owned subsidiary. The transaction remains subject to stockholder approval and other customary closing conditions. Volato plans to file a Form S-4 that will include a preliminary proxy statement/prospectus for stockholder consideration. Shareholders will receive the definitive proxy statement after the S-4 is declared effective and may access materials via the SEC’s website.

Volato Group (SOAR) entered a new financing tranche. On October 16, 2025, the company issued a fourth 10% original issue discount senior unsecured convertible promissory note with an aggregate original principal amount of $2,220,000, sold for a purchase price of $1,998,000, maturing on October 16, 2026. The note is convertible into Class A common stock.

This follows prior tranches under the same Securities Purchase Agreement: $4,500,000 principal (sold for $4,050,000) maturing December 4, 2025; $1,500,000 principal (sold for $1,350,000) maturing June 13, 2026; and $3,000,000 principal (sold for $2,700,000) maturing July 21, 2026. The securities were offered in reliance on Section 4(a)(2) and Regulation D.