VOLATO GROUP INC SEC Filings

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. 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. 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. 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) 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, 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.

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.

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 (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, 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, Inc. (SOAR) filed a resale registration for up to 17,205,459 shares of Class A common stock to be offered from time to time by a selling stockholder. The shares are issuable upon conversion of two 10% original issue discount senior unsecured convertible notes issued on July 21, 2025 and October 16, 2025, with initial conversion prices of $1.76 and $3.16 per share and initial floor prices of $0.2928 and $0.6128, respectively.

Volato will not receive proceeds from the selling stockholder’s resales. The company previously received gross proceeds of $2.7 million (Third Tranche) and $1.998 million (Fourth Tranche), and earlier $4.05 million (First Tranche) and $1.35 million (Second Tranche) under the same SPA. Shares outstanding were 7,441,603 as of October 16, 2025. The notes include a 4.99% beneficial ownership cap (electable up to 9.99%). The prospectus highlights dilution risk, noting aggregate sales pursuant to the SPA could reduce existing holders’ collective ownership to approximately 7% of outstanding shares, assuming full future issuances as described. Volato’s stock last closed at $2.28 on October 21, 2025.

Volato Group, Inc. (SOAR) filed a resale registration for up to 17,205,459 shares of Class A common stock to be offered from time to time by a selling stockholder. The shares are issuable upon conversion of two 10% original issue discount senior unsecured convertible notes issued on July 21, 2025 and October 16, 2025, with initial conversion prices of $1.76 and $3.16 per share and initial floor prices of $0.2928 and $0.6128, respectively.

Volato will not receive proceeds from the selling stockholder’s resales. The company previously received gross proceeds of $2.7 million (Third Tranche) and $1.998 million (Fourth Tranche), and earlier $4.05 million (First Tranche) and $1.35 million (Second Tranche) under the same SPA. Shares outstanding were 7,441,603 as of October 16, 2025. The notes include a 4.99% beneficial ownership cap (electable up to 9.99%). The prospectus highlights dilution risk, noting aggregate sales pursuant to the SPA could reduce existing holders’ collective ownership to approximately 7% of outstanding shares, assuming full future issuances as described. Volato’s stock last closed at $2.28 on October 21, 2025.

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.

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.