Volato Group, Inc. filings document material-event disclosures for a public private aviation company, including material agreements, shareholder voting matters, capital-structure disclosures, governance matters and operating and financial results. The company's recent 8-K record includes disclosures involving Class A common stock transactions, unregistered securities activity, registration obligations and the termination of an at-the-market sales agreement.
Volato's filings also describe governance and reporting matters such as board and committee appointments, changes in the independent registered public accounting firm, going-concern language in audit reporting, internal-control matters and emerging growth company status. The filing record reflects the company's corporate structure, public security disclosures and recurring reporting obligations as a Delaware operating company.
Volato Group, Inc. Schedule 13G filed by Clearthink Capital Partners, LLC reports beneficial ownership of 2,807,925 shares of common stock, representing 5.36% of the outstanding shares. The filer certifies the holdings were acquired in the ordinary course of business and not to influence control.
Volato Group, Inc. reported the final results of its virtual special meeting held May 7, 2026, where shareholders approved a merger with M2i Global and related governance measures. As of the April 17, 2026 record date there were 38,903,163 shares outstanding; 15,140,570 shares (approximately 38.92%) were present or represented by proxy, constituting a quorum.
Stockholders approved: (1) the Merger Agreement and transactions thereunder; (2) issuance of 20% or more of outstanding shares as merger consideration (change of control); (3) election of seven directors for the combined company; (4) a name change to M2i Global, Inc.; (5) the M2i Global, Inc. 2026 Stock Incentive Plan; and (6) authorization for a reverse stock split between 1-for-2 and 1-for-25 (board discretion). The Merger is expected to be consummated subject to satisfaction or waiver of closing conditions described in the Merger Agreement and proxy materials.
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. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025 to add the previously omitted Part III information, including details on directors, executive officers, governance, compensation and equity plans.
The amendment does not update financial statements or other sections of the original filing and is primarily an administrative update. It confirms executive and director bios, independence determinations, committee structures, insider trading and clawback policies, and summarizes the company’s 2021, 2023 and 2025 stock incentive plans.
Volato Group, Inc. filed a Form 8-K to furnish unaudited pro forma condensed combined financial information reflecting the previously announced merger with M2i Global, Inc. and an assumed one-for-fifteen reverse stock split for the year ended December 31, 2025. The proxy statement/prospectus was mailed to shareholders of record as of April 17, 2026, and a special meeting of Volato shareholders is scheduled for May 7, 2026. The filing also notes that on April 18, 2026 a majority stockholder of M2i Global approved the Merger by written consent and that the Registration Statement on Form S-4 (File No. 333-292132) was declared effective on April 10, 2026.
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. 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.