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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.
Heinen Mark reported acquisition or exercise transactions in this Form 4 filing.
Volato Group, Inc. reported that Chief Financial Officer Mark Heinen received a grant of 10,000 shares of Common Stock at a value of $0.26 per share. This is a compensation-related award, not an open-market purchase. Following this grant, he directly holds 60,919 shares of the company.
Nichols Mike reported acquisition or exercise transactions in this Form 4 filing.
Volato Group, Inc. director Mike Nichols received a grant of 7,500 shares of Common Stock on March 27, 2026 at a stated value of $0.26 per share. This was a compensation-related award, not an open-market purchase. Following the grant, he directly holds 10,775 Volato shares.
Burger Christopher reported acquisition or exercise transactions in this Form 4 filing.
Volato Group, Inc. director Christopher Burger received an equity grant of 7,500 shares of Class A Common Stock at $0.26 per share. This is a compensation-related award, not an open-market purchase. After this grant, he directly holds 30,135 shares of Volato’s Class A Common Stock.
Prachar Michael Patrick reported acquisition or exercise transactions in this Form 4 filing.
Volato Group, Inc. Chief Operating Officer Michael Patrick Prachar received a grant of 10,000 shares of common stock, recorded at a price of $0.2600 per share. After this award, he directly holds a total of 68,812 shares of Volato Group common stock.
Volato Group, Inc. director and Chief Executive Officer Matthew Liotta reported stock awards of common shares. He received a grant of 10,000 shares of common stock at $0.26 per share, bringing his direct holdings to 315,701 shares. A separate award of 10,000 shares at $0.26 per share was recorded as indirectly owned, held by his spouse, increasing that indirect position to 325,701 shares. These awards are classified as grants or other acquisitions rather than open-market purchases.
Volato Group, Inc. is offering up to $3,700,000 of Class A common stock in an at-the-market equity program under an ATM Sales Agreement with Curvature dated March 27, 2026. Sales may occur on NYSE American or through other permitted methods at prevailing market prices, and Curvature will receive a 3.0% commission on gross proceeds. The prospectus supplement states the company’s public float was approximately $12,617,843.70 based on 19,592,925 shares as of January 30, 2026, and the Form S-3 instruction caps primary offerings at one-third of that public float (approximately $4,205,947.90) in any 12-month period. Prior ATM sales in the last 12 months totaled $477,090.84, leaving an eligibility figure of approximately $3,728,857.06 under General Instruction I.B.6.
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. 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.