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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.
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. seeks stockholder approval to complete a merger with M2i Global, Inc. that would issue an estimated 119,497,564 shares of Volato Class A common stock as merger consideration. Based on an assumed 21,087,805 fully diluted Volato share count, the company estimates the consideration equals approximately $28.6 million (about $0.239 per share, using the April 2, 2026 trading price). The Merger would result in M2i Global holders owning about 85% of the Combined Company and Volato holders owning about 15% on a fully diluted basis (excluding shares underlying Volato warrants).
The transaction is conditioned on Volato stockholder approval of several proposals (including the issuance of shares that would exceed 20% of outstanding Volato stock, a change-of-control trigger), Nasdaq initial listing approval, satisfaction of closing conditions (including a net debt covenant and registration statement effectiveness) and other customary conditions. A special meeting of Volato stockholders is scheduled virtually for May 7, 2026 to vote on the required proposals; the proxy/prospectus is dated April 10, 2026 with a record date of April 17, 2026. The proxy/prospectus discloses related-party interests, a fairness opinion from Houlihan Capital, LLC, and a proposed reverse stock split (1-for-2 up to 1-for-25) to be voted by stockholders.
Volato Group, Inc. files a proxy statement/prospectus to register 119,497,564 shares of Class A common stock to be issued as Merger Consideration in its proposed merger with M2i Global, Inc. The filing describes a merger in which M2i Global stockholders would receive shares equal to 85% of the Combined Company on a fully diluted basis, based on an assumption of approximately 21,087,805 Volato fully diluted pre-closing shares. Volato estimates the aggregate value of the estimated Merger Consideration at approximately $28.6 million (about $0.239 per share based on the April 2, 2026 trading price). The transaction is conditioned on Volato stockholder approval of multiple interdependent proposals, Nasdaq listing approval, satisfaction of closing covenants (including a net debt cap of $10,000,000), and other customary closing conditions. The Special Meeting to vote on the proposals is scheduled virtually; the record date is April 17, 2026. The Combined Company is expected to be renamed M2i Global, Inc. and pursue a Nasdaq listing.
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.