SOAR

Volato Group, Inc. (SOAR) - Form 8-K Summary

Business Context and Reporting Period

Date of Report: July 28, 2025
Company: Volato Group, Inc. (Delaware corporation)
Event: Entry into a Material Definitive Agreement (Merger Agreement) with M2i Global, Inc.
Structure: Volato Merger Subsidiary, Inc. will merge with and into M2i Global, with M2i Global surviving as a wholly-owned subsidiary of Volato.

Key Financial Metrics

This filing is a Current Report (Form 8-K) regarding a corporate transaction and does not contain periodic financial statements (revenue, profit, cash flow, or margins). The filing text does not provide a clear value for current operating metrics.

Material Financial Condition:

• Debt Condition: A closing condition requires Volato to have net debt of not more than $10,000,000 at the time of closing.
• Merger Consideration: M2i Global shareholders will receive Volato Class A common stock equal to 85% of the Common Stock on an as-converted and fully diluted basis at the Effective Time (excluding shares underlying outstanding Volato warrants).

Material Changes and Transaction Details

Management Changes:

• Matthew Liotta: Will resign as CEO of Volato and be appointed President of the aviation technology business lines.
• Alberto Rosende: Major General (Ret.) will become the new CEO of Volato.
• Mark Heinen: Will remain as Chief Financial Officer.

Board Composition:
The post-closing board will consist of seven directors: six designated by M2i Global and one (Matthew Liotta) designated as a Class I director.

Stockholder Support:
Officers, directors, and significant stockholders holding approximately 12% of Volato's outstanding common stock have entered into a Stockholder Support Agreement to vote in favor of the Merger.

Guidance, Outlook, and Risks

Outlook and Timeline:

• Termination Date: The agreement may be terminated if the closing has not occurred on or prior to January 15, 2026.
• Regulatory Filings: Volato will file a registration statement on Form S-4 to register the shares to be issued as Merger Consideration.

Closing Conditions:

• Approval by Volato and M2i Global stockholders.
• Approval of listing on NYSE American LLC.
• Effectiveness of the Registration Statement.
• Absence of a material adverse effect on either party.
• Net debt cap of $10,000,000 for Volato.

Risks and Contingencies:

• Failure of the transaction to close when expected or at all.
• Ability to raise future funding and potential dilution.
• Ability to continue as a going concern.
• Ability to maintain NYSE American listing.
• Legal proceedings and unanticipated business difficulties.

Investor Verification Checklist

• Form S-4: Review the upcoming Registration Statement (Form S-4) for the definitive proxy statement/prospectus containing full details of the transaction.
• Merger Agreement: Examine Exhibit 2.1 for the complete terms, representations, and warranties.
• Stockholder Support: Verify the specific identities and holdings of the 12% of stockholders who signed the support agreement.
• Debt Status: Monitor Volato's net debt levels to ensure compliance with the $10,000,000 closing condition.
• Board Approval: Confirm the final composition of the post-closing board of directors.