Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-019405

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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2026-04-28

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 28, 2026

VOLATO

GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41104

86-2707040

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1954

Airport Road, Suite 124

Chamblee,

GA 30341

(Address

of principal executive offices) (zip code)

844-399-8998

Registrant’s

telephone number, including area code

(former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock

SOAR

NYSE

American LLC

Warrants,

each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50

SOARW

OTC

Markets Group, Inc.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01. Other Events.

previously disclosed, on July 28, 2025, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”),

entered into an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with Volato Merger Subsidiary,

Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and M2i Global, Inc., a Nevada corporation

(“M2i Global”), pursuant to which Merger Sub will merge with and into M2i Global, with M2i Global surviving the merger as

a wholly-owned subsidiary of the Company (together with all other transactions contemplated by the Merger Agreement, the “Merger”).

The

Merger is subject to approval by the Company’s shareholders and other customary closing conditions. A special meeting of Volato

shareholders will be held on May 7, 2026. Detailed information regarding the meeting, including voting procedures and the proposals to

be considered, is included in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission

(“SEC”) and distributed to shareholders of record as of April 17, 2026.

April 18, 2026, under the terms of the Nevada Revised Statues and M2i Global’s governing documents, a stockholder of M2i Global

holding in excess of a majority of M2i Global’s voting power acted by written consent to approve and adopt the Merger and the Merger

Agreement.

The

Company is filing this Current Report on Form 8-K to provide certain unaudited pro forma condensed combined financial information regarding

the Merger for the year ended December 31, 2025.

Forward

Looking Statements

This

Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal

securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements

can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation

of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”

“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”

“will,” “should,” “goal,” “could” or “may” or other similar expressions.

Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,

or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking

statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently

delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made

and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance

or events. Furthermore, Volato disclaims any obligation to publicly update or revise any forward-looking statement, except as required

by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ

materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited

to, a variety of economic, competitive, and regulatory factors, many of which are beyond Volato’s control, that are described in

Volato’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025,

subsequent reports filed with the SEC, and other factors that Volato may describe from time to time in other filings with the SEC. You

should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such

list to be a complete set of all potential risks or uncertainties.

Additional

Information about the Proposed Transaction and Where to Find It

This

communication relates to a potential transaction (as defined above, the “Merger”) involving M2i Global and Volato. Volato

filed with the SEC a Current Report on Form 8-K with respect to the execution of the definitive Merger Agreement and a Registration Statement

on Form S-4 (File No. 333-292132) (as amended, the “Registration Statement”), which was declared effective on April 10, 2026

and includes a definitive proxy statement/prospectus. The definitive proxy statement/prospectus and other relevant documents were mailed

to Volato shareholders as of April 17, 2026, the record date established for voting on the proposed Merger, in connection with Volato’s

solicitation of proxies for the vote by Volato shareholders in connection with the proposed Merger and other matters described in the

Registration Statement. This communication is not a substitute for the Registration Statement, the definitive proxy statement/ prospectus

or any other document that Volato or M2i Global has filed or will file with the SEC or send to its shareholders or investors in connection

with the potential Merger. This document does not contain all the information that should be considered concerning the potential Merger

and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE

MAKING ANY VOTING OR INVESTMENT DECISION, VOLATO’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY

STATEMENT/PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY VOLATO WITH THE SEC IN CONNECTION WITH

THE POTENTIAL MERGER, OR INCORPORATED BY REFERENCE THEREIN, IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT

TO THE POTENTIAL MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL MERGER AND THE PARTIES TO THE POTENTIAL MERGER.

Volato

may file other relevant materials with the SEC in connection with the potential Merger. Copies of the Registration Statement, the definitive

proxy statement/prospectus, and all other relevant materials for the potential Merger filed, or that will be filed, with the SEC may

be obtained, when available, free of charge at the SEC’s website at www.sec.gov. Volato’s shareholders may also obtain copies

of the definitive proxy statement/prospectus, without charge, by directing a request to Volato at 1954 Airport Road, Suite 124, Chamblee,

GA 30341, or by telephone at (844) 399-8998.

Participants

in the Solicitation of Proxies

Volato,

M2i Global, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Volato’s

shareholders in connection with the proposed Merger. Volato’s shareholders and other interested persons may obtain, without charge,

more detailed information regarding the names and interests in the proposed Merger of Volato’s directors and officers in Volato’s

filings with the SEC, including Volato’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding

the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Volato’s shareholders in connection

with the proposed Merger and a description of their direct and indirect interests is included in the definitive proxy statement/prospectus

relating to the proposed Merger. Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus

carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated

above.

Offer or Solicitation

This

communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation

or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities,

or the solicitation of any vote or approval in any jurisdiction, pursuant to the potential Merger or otherwise, nor shall there be any

sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed Merger is expected to be

implemented solely pursuant to the legally binding definitive Merger Agreement which was filed as an exhibit to the Current Report on

Form 8-K filed by Volato with the SEC on July 29, 2025, and which contains the material terms and conditions of the proposed Merger.

No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,

or an exemption therefrom.

Item

9.01. Financial Statements and Exhibits.

(b) Pro

forma financial information.

The

unaudited pro forma condensed combined financial information of the Company, giving effect to the Merger and an assumed one-for-fifteen

reverse stock split of shares of the Company’s Class A common stock, for the year ended December 31, 2025, and the accompanying

notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

Exhibit

No.

Description

99.1

Unaudited pro forma condensed combined financial information of Volato Group, Inc., for the year ended December 31, 2025, and the accompanying notes thereto.

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

April 28, 2026

Volato

Group, Inc.

By:

/s/

Mark Heinen

Name:

Mark

Heinen

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The

following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation

S-X, as amended, and presents the combination of the historical financial information of Volato and M2i Global adjusted to give effect

to the Merger and certain other related transactions as well as, with respect to the unaudited pro forma condensed consolidated balance

sheet, material debt and equity transactions of Volato and M2i Global that took place subsequent to the balance sheet period presented.

For purposes of discussion in this section, a one-for-fifteen reverse stock split of Volato Common Stock has been assumed herein. In

connection with the Merger, holders of Volato Common Stock are being asked to approve an amendment to Volato’s charter that will

implement a reverse stock split of the issued and outstanding shares of Volato Common Stock at a ratio not less than one-for-two and

not greater than one-for-twenty five, with the final ratio to be decided by the Volato Board to enhance the ability of the Combined Company

to meet the initial listing requirements of Nasdaq.

The

unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily

indicative of the financial position and results of operations that would have been achieved had the Merger and related transactions

occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting

the future financial condition and results of operations of the combined company. The actual financial position and results of operations

may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments

represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial

information and is subject to change as additional information becomes available and analyses are performed. This information should

be read together with the following:

●

the

accompanying notes to the unaudited pro forma condensed combined financial statements;

●

the

historical audited financial statements of Volato as of and for the year ended December 31, 2025 and the related notes, included

elsewhere in this proxy statement;

●

the

historical audited consolidated financial statements of M2i Global as of and for the year ended November 30, 2025 and the related

notes, included elsewhere in this proxy statement;

●

the

historical audited consolidated balance sheet of M2i Global as of and for the year ended December 31, 2025 and the related consolidated

statements of operations, stockholders’ equity, and cash flows for one-month transition period ended December 31, 2025, and

the related notes;

●

the

sections titled “Volato Management’s Discussion and Analysis of Financial Condition and Results of Operations”

and “M2i Global Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other

financial information included elsewhere in this proxy statement, including the Merger Agreement.

UNAUDITED

PRO FORMA CONDENSED COMBINED BALANCE SHEET

OF DECEMBER 31, 2025

(Amounts

in thousands)

Volato

(Historical)

M2i

Global

(Historical)

Transaction

Accounting

Adjustments

Combined

Pro

Forma

ASSETS

Current assets:

Cash

$ 4,698

$ 516

$ 4,611

$ 9,825

Accounts receivable, net

101

Contract assets, net

636

Deposits, current

Note receivable, current

206

Investment in M2i

1,197

(1,197 )

Investment in flyExclusive

1,739

1,333

3,072

Aviation asset option

324

(324 )

Prepaid expenses and other

current assets

572

102

674

Current

assets - discontinued operations

267

Total

current assets

9,810

618

4,423

14,851

Property and equipment, net

323

(72 )

251

Customer relationships

500

Developed technology

500

Trade name

200

Goodwill

2,796

Operating lease, right-of-use assets

128

Note receivable, non-current

1,693

Other assets

Total

assets

$ 11,954

$ 618

$ 8,347

$ 20,919

LIABILITIES AND SHAREHOLDERS’

EQUITY (DEFICIT)

Current liabilities:

Accounts payable and accrued

liabilities

$ 3,394

$ 934

$ 867

$ 5,195

Aviation liability option

549

Dividend payable

1,637

Accounts payable and accrued

liabilities - related party

1,868

Convertible notes, net

4,230

230

(4,460 )

Derivative liability

508

(508 )

Unissued stock liability

4,138

(4,138 )

Operating lease liability

Customer deposits and deferred

revenue

2,823

Current

liabilities - discontinued operations

1,591

Total

current liabilities

13,718

7,678

(7,690 )

13,706

Operating lease liability, non-current

Total

liabilities

$ 13,803

$ 7,678

$ (7,690 )

$ 13,791

Commitments and Contingencies

$ -

$ 312

$ (312 )

$ -

Shareholders’ equity

(deficit):

Common stock

$ 5

$ 716

$ (719 )

$ 2

Preferred stock

Additional paid-in capital

98,917

5,965

(83,013 )

21,869

Treasury stock

(435 )

Accumulated deficit

(100,771 )

(13,618 )

100,081

(14,308 )

Total

shareholders’ equity (deficit)

$ (1,849 )

$ (7,372 )

16,349

7,128

Total

liabilities and shareholders’ equity (deficit)

$ 11,954

$ 618

$ 8,347

$ 20,919

UNAUDITED

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR

THE YEAR ENDED DECEMBER 31, 2025

(Amounts

in thousands, except share data)

Volato

Historical

M2i

Global

Historical

Transaction

Accounting

Adjustments

Combined

Pro

Forma

Revenue

$ 78,559

$ -

$ 78,559

Costs and expenses:

Cost of revenue

63,871

(34 )

63,837

Selling, general and administrative

10,728

5,972

631

17,331

Total costs and expenses

74,599

5,972

597

81,168

Operating income (loss)

3,960

(5,972 )

(597 )

(2,609 )

Other income (expenses):

Other income, net

10,139

Other expense

(6,116 )

Gain (loss) from change in fair value of financial

instruments

(2,074 )

(381 )

2,455

Interest expense, net

(4,848 )

(139 )

(4,933 )

Other income (expenses)

(2,899 )

(520 )

2,509

(910 )

Income

(loss) before provision for income taxes and discontinued operations

$ 1,061

$ (6,492 )

$ 1,912

$ (3,519 )

Provision for incomes

taxes

207

Net income (loss) from continuing

operations

$ 854

$ (6,492 )

$ 1,912

$ (3,726 )

Basic and diluted earnings

per share

Net income (loss) per share from continuing

operations- basic

$ 0.19

$ (0.01 )

$ (0.22 )

Weighted average shares outstanding- basic

4,386,829

716,911,538

17,303,722

Net income (loss) per share from continuing

operations- diluted

$ 0.19

$ (0.00 )

$ (0.22 )

Weighted average shares outstanding- diluted

4,386,829

716,911,538

17,303,722

NOTES

TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Basis

of Presentation

July 28, 2025, Volato entered into an Agreement and Plan of Merger, as may be amended from time to time (the “Merger Agreement”)

with Volato Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Volato (“Merger Sub”), and M2i Global.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the Merger, (i) Merger

Sub will merge with M2i Global (the “Merger”) and (ii) the Merger Sub will cease to exist with M2i Global continuing as the

Surviving Corporation in the Merger and becoming a wholly-owned subsidiary of Volato.

the Merger, each share of M2i Global Capital Stock outstanding immediately prior to the effective time of the Merger will be converted

into the right to receive Volato Common Stock. At the Closing, the total converted M2i Global Capital Stock will represent 85% of the

Volato Common Stock on an as converted and fully diluted basis. This will include the outstanding M2i Global convertible note, which

is expected to convert at the Closing, as well as the Volato convertible notes which are expected to be converted into Volato Common

Stock.

The

Merger will be accounted for as a reverse acquisition under the acquisition method of accounting for business combinations pursuant to

the provisions of ASC 805. M2i Global was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●

Legacy

M2i Global shareholders will obtain a controlling financial interest in the combined entity;

●

Legacy

M2i Global shareholders will have the ability to control the composition of the Board by electing 5 of the 7 Board members;

●

Legacy

M2i Global shareholders will hold majority (approximately 85%) of the combined entity’s outstanding voting interests; and

●

Majority

of the combined entity’s management will consist of legacy M2i Global management.

Under

the reverse acquisition model, the business combination will be treated as M2i Global issuing equity for the equity of Volato. Under

this method of accounting, M2i Global’s assets and liabilities are measured at their historical carrying values and Volato will

be treated as the “acquired” company for financial reporting purposes where M2i Global will measure and recognize Volato’s

assets and liabilities under the acquisition method of accounting.

Under

the acquisition method of accounting, the estimated purchase price will be allocated to Volato’s assets acquired and liabilities

assumed based upon their estimated fair values at the date of completion of the Merger. Any excess of purchase price over the preliminary

estimate of the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Significant judgment

is required in determining the preliminary fair values of identified intangible assets, certain other assets, and other assumed liabilities.

Additionally, the final purchase price allocation will depend on a number of factors that cannot be predicted with certainty at this

time. The final valuation may materially change the purchase price and the allocation of the purchase price, which could materially affect

the fair values assigned to the assets, and liabilities and could result in a material change to the unaudited pro forma condensed combined

financial information.

The

unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical audited condensed consolidated balance

sheets of Volato and M2i Global as of December 31, 2025, on a pro forma basis as if the Merger and related transactions had been consummated

on December 31, 2025.

The

unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the historical audited consolidated

statements of operations of Volato for the year ended December 31, 2025 and the historical audited consolidated statements of operations

of M2i Global for the year ended November 30, 2025. The unaudited pro forma condensed combined statements of operations for the year

ended December 31, 2025 is presented on a pro forma basis as if the Merger and related transactions had been consummated on January 1,

2025, the beginning of the earliest period presented.

The

unaudited pro forma condensed combined financial statements are intended to provide information about the impact of the Volato acquisition

as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management

believes are factually supportable and are expected to have an impact on post-combination Volato results of operations. In the opinion

of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been

made.

The

consummation of the Merger is subject to certain closing conditions, including, among other things, Volato having net debt of not more

than $10.0 million at the closing and the approval of the listing of the Combined Company on Nasdaq. The net debt closing condition can

be waived by M2i Global. While Volato expects that it will have less than $10.0 million in net debt, Volato currently does not have binding

agreements or commitments which would result in Volato’s net debt not exceeding $10.0 million at closing. Accordingly, the unaudited

pro forma condensed combined balance sheet reflects Volato having more than $10.0 million in net debt. The pro forma presentation herein

assumes that M2i Global has agreed to waive the net debt closing condition and that a one-for-fifteen reverse stock split was effected,

as the Merger could not otherwise be completed.

Estimated

Purchase Price

The

preliminary estimated purchase price, which represents the consideration transferred to Volato stockholders in this reverse acquisition,

is calculated based on the aggregate amount of Volato’s outstanding fully diluted common stock upon the closing of the Merger.

of April 24, 2026, Volato had 17,677 options outstanding and 10,964 restricted stock units outstanding (1,178 options and 731 restricted

stock units outstanding after giving effect to the assumed one-for-fifteen reverse stock split), all of which are expected to become

fully vested upon closing of the Merger. For the purposes of the unaudited pro forma condensed combined financial statements presentation,

the fair value of the restricted stock units was included in the measurement of consideration transferred and within the estimated number

of shares of the combined company to be owned by Volato equity holders shown below. Based on management’s consideration of current

facts and circumstances, including Volato’s current share price, the options being out of the money and Volato’s historical

share-based compensation expense, the options and the fair value of such options did not have a material impact on the unaudited pro

forma condensed financial information.

Volato

also has 552,000 public warrants and 609,195 private placement warrants issued and outstanding, with an exercise price of $287.50 per

warrant (36,800 public warrants and 40,613 private placement warrants with exercise price of $4,312.50 per warrant, after giving effect

to the assumed one-for-fifteen reverse stock split). Based on management’s consideration of current facts and circumstances, including

Volato’s current share price and the warrants being out of the money, the warrants and the fair value of such warrants did not

have a material impact on the unaudited pro forma condensed financial information.

The

accompanying unaudited pro forma condensed combined financial information reflects an estimated purchase price of $8.9 million, which

consists of the value of shares of the combined company owned by Volato equity holders, after giving effect to the assumed one-for-fifteen

reverse stock split of Volato Common Stock, as shown in the table below. Volato shareholders are expected to own approximately 15 percent

of the outstanding shares in the Combined Company.

Amount

Estimated number of shares of the

combined company to be owned by Volato equity holders (a)

2,594,278

Multiplied by the assumed

price per share of Volato stock (b)

$ 3.44

Total preliminary estimated

purchase price (in thousands)

$ 8,911

Represents

the number of shares of common stock of the Combined Company that Volato equity holders would own as of the closing of the Merger,

after giving effect to the assumed one-for-fifteen reverse stock split of Volato Common Stock. This amount is calculated, for purposes

of this unaudited pro forma condensed financial information, based on the following:

Shares of Volato Common Stock outstanding at December

31, 2025

634,052

Shares issued for convertible notes that converted

in 2026

783,962

Shares issued in the second quarter of 2026

as part of share exchange and general activity (i)

368,400

Second quarter of 2026 ATM sales (ii)

807,133

RSU that fully vest on

consummation of Merger

731

Total Volato shares

assumed for merger consideration

2,594,278

(i)

April 16, 2026, Volato entered into Share Exchange Agreements with Charcoal Hill Family Limited Partnership, a Nevada limited partnership,

and Douglas Cole. On April 17, 2026, the Company entered into an additional Share Exchange Agreement (all Share Exchange Agreements

collectively, the “Agreements”) with Clearthink Capital Partners, LLC, a Delaware limited liability company, (all investors

collectively, the “Investors”). The Company agreed to issue an aggregate of 5,407,499 shares (360,500 shares after giving

effect to the one-for-fifteen reverse stock split) of the Company’s Class A common stock to the Investors in exchange for an

aggregate of 48,044,912 shares of M2i Global common stock, with an implied value of $0.2701 per share for the Volato Shares. The

remaining shares represent new issuances in the ordinary course of business.

(ii)

March 27, 2026, Volato entered into an at-the-market (“ATM”) Sales Agreement with Curvature Securities, LLC under which

the Company may sell up to $3.7 million of Class A common stock from time to time, subject to the terms of the agreement, and pay

Curvature a commission of up to 3.0% on shares sold. The pro forma share presentation reflects the impact of share issuances under

this agreement as of April 24, 2026.

The

estimated purchase price was based on the closing price of Volato Common Stock on April 24, 2026, after giving effect to the assumed

one-for-fifteen reverse stock split of Volato Common Stock. The actual purchase price will fluctuate until the effective date of

the transaction. A 10% increase (decrease) to the Volato stock price would increase (decrease) the purchase price and goodwill by

$0.9 million. Therefore, the estimated consideration expected to be transferred reflected in this unaudited pro forma condensed combined

financial information does not purport to represent what the actual consideration will be when the transaction is completed.

Preliminary

Purchase Price Allocation

The

allocation of the estimated preliminary purchase price with respect to the Merger is based upon management’s estimates of and assumptions

related to the acquisition date fair value of assets to be acquired and liabilities to be assumed as of December 31, 2025, using currently

available information. Most assets, liabilities, and consideration are measured at fair value in accordance with the principles of ASC

820. There are exceptions to ASC 820’s fair value measurement or recognition principle, including lease balances, contract asset

and deferred revenue balances. Since the unaudited pro forma condensed combined financial statements have been prepared based on these

preliminary estimates, the final purchase price allocation and the resulting effect on Volato’s financial position and results

of operations may differ materially from the pro forma amounts included herein.

The

preliminary allocation of the purchase price is as follows (in thousands):

Purchase

price consideration

8,911

Fair

value of assets acquired:

Cash

8,272

Accounts

receivable

101

Contract

assets

636

Note

receivable

1,899

Deposits

Prepaid

expenses and other current assets

572

Investment

in flyExclusive

3,072

Current

asset - discontinued operations

267

Property

and equipment

251

Identifiable

intangible assets:

Customer

relationships

500

Developed

Technology

500

Trade

name

200

Operating

lease, right-of-use assets

128

Total

assets acquired

16,468

Fair

value of liabilities assumed:

Accounts

payable and accrued liabilities

3,625

Aviation

option

549

Operating

lease liability

128

Customer

deposits and deferred revenue

2,823

Current

liabilities - discontinued operations

1,591

Dividend

payable

1,637

Total

liabilities acquired

10,353

Net

assets acquired

6,115

Preliminary

pro forma Goodwill

2,796

Working

capital and tangible assets: Working capital accounts and property and equipment were valued at their respective carrying amounts

because M2i Global believes that these amounts approximate the current fair values. Lease balances and deferred revenue balances are

exceptions to ASC 820’s fair value measurement principle as these measured and recognized based on measurement and recognition

principles in ASC 842 and ASC 606, respectively. Based on its preliminary assessment, M2i Global determined that the historical balances

did not require adjustments and the carrying value of such assets and liabilities materially approximated the amounts which M2i Global

would recognize, assuming that the Merger had been completed as of December 31, 2025.

Identifiable

intangible assets: As of the Effective Time of the Merger, identifiable intangible assets are required to be measured at fair value

and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other

than their highest and best use. For purposes of these unaudited pro forma condensed combined financial statements, it is assumed that

all assets will be used in a manner that represents their highest and best use. Amounts preliminarily allocated to identifiable intangibles

may change significantly, which could result in a material change in amortization of acquired intangible assets, which is on a straight-line

basis. The preliminary estimated useful lives of the identifiable intangible assets are as follows:

Useful

Life

Developed

Technology – Vaunt

years

Customer

Relationships – Vaunt

years

Trade

Name – Vaunt

years

The

preliminary estimates of fair value and estimated useful lives will likely differ from final amounts M2i Global will calculate after

completing a detailed valuation analysis, and the difference could have a material impact on the accompanying unaudited pro forma condensed

combined financial statements. Any change in the valuation of intangible assets would cause a corresponding increase or decrease in the

balance of goodwill. A 10% change in the valuation of intangible assets would result in a change to annual amortization expense of approximately

less than $0.1 million, assuming an overall weighted-average useful life of 7.8 years.

Goodwill:

Goodwill is calculated as the difference between the acquisition date fair value of the preliminary estimated purchase price expected

to be transferred and the values assigned to the assets acquired and liabilities assumed. Such goodwill is not deductible for tax purposes.

Further, under GAAP, goodwill is not amortized but rather subject to an annual fair value impairment test.

Accounting

Policies

Upon

consummation of the Merger, management will perform a comprehensive review of the two entities’ accounting policies. As a result

of the review, management may identify differences between the accounting policies of the two entities which, when confirmed, could have

a material impact on the combined financial statements of the Combined Company. Based on its initial analysis, management did not identify

any differences that would have a material impact on the unaudited pro forma condensed combined financial information.

Adjustments

to Unaudited Pro Forma Condensed Combined Financial Information

Article

11 of Regulation S-X allows for the presentation of reasonably estimable synergies and other transaction effects that have occurred or

are reasonably expected to occur (“Management’s Adjustments”). Volato has elected not to present Management’s

Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma combined financial information.

Explanations

of the adjustments to the unaudited condensed combined pro forma financial statements are as follows:

Unaudited

Pro Forma Condensed Combined Balance Sheet

(A) Represents

share issuance activities, inclusive of the following:

(in thousands)

Amount

Issuance under the ATM Sales Agreement

$ 3,574

M2i Global share issuance post December 31, 2025

1,037

Total

$ 4,611

(B)

Represents the elimination of Volato’s intercompany investment in M2i Global Common Stock. Prior to the Merger, Volato held 64,044,912

shares of M2i Global Common Stock. Following the Merger, these shares constitute an intercompany investment within the combined company

and is therefore eliminated in consolidation.

(C)

Represents (i) the fair value of the flyExclusive, Inc. (“flyExclusive”) shares received for the purchase of certain

intellectual property assets for $1.3 million and (ii) the revaluation of the remaining asset purchase option for a decrease of $0.9

million. The net aggregate impact of the investment and change in fair value of the asset option results in an increase in acquired identifiable

net assets, therefore results in a decrease to goodwill.

Volato

entered into the Fifth Amendment to Aircraft Management Services Agreement with flyExclusive, Inc. (“flyExclusive”) subsequent

to December 31, 2025 (herein referred to as the “Asset Purchase Agreement Amendment”). Pursuant to the Asset Purchase Agreement

Amendment, flyExclusive was granted an option to acquire, at a later date, certain aviation assets for an aggregate purchase price of

$2.0 million, payable in cash or shares of stock. Further, flyExclusive purchased a portion of the assets in exchange for $1.3 million

shares of flyExclusive common stock. The impact of the transaction is included within the pro forma financial statements as it represents

a significant non-recurring transaction.

The

Aircraft Management Services Agreement, initially entered into on September 2, 2024, granted flyExclusive the right to cause Volato to

merge with and into a wholly owned subsidiary of flyExclusive (the “flyExclusive Merger Option”).

of the pro forma date, the remaining asset option for Vaunt assets is out of the money, and therefore the Vaunt asset option is in a

liability position. This transaction was determined to be primarily for the benefit of pre-closing Volato and therefore, would not be

recognized as post-combination expense by M2i Global.

(D)

Represents the elimination of Volato’s historical net book value of website development costs and developed technology costs as

the fair value is subsumed into the developed technology intangible assets.

(E)

Reflects the preliminary fair value of intangible assets acquired, comprised of the following (in thousands):

Intangible

Asset

Amount

Customer

relationships

500

Developed

technology

500

Trade

name

200

Total

1,200

(F)

The preliminary goodwill adjustment of $2.8 million represents the recording of the excess of estimated aggregate Merger Consideration

over the preliminary fair value of the underlying assets acquired and liabilities assumed.

(G)

Reflects the accrual of (i) approximately $0.9 million of total transaction expenses to be incurred by M2i Global of $0.7 million and

Volato of $0.2 million, respectively, and (ii) the reversal of an immaterial amount of accrued interest payable associated with the M2i

Global convertible notes.

Adjustments

for M2i Global transaction expenses are reflected on the pro forma income statement for the year ended December 31, 2025 as the accounting

acquirer’s expenses are recognized by the combined company. Volato’s transaction expenses were determined to be primarily

for the benefit of pre-closing Volato and would not be recognized as post-combination expense by M2i Global. Accordingly, Volato’s

transaction expenses are reflected as an increase in liabilities assumed but are excluded from the unaudited pro forma condensed combined

statement of operations.

(H)

Reflects the conversion of convertible notes into shares of Volato Common Stock. The adjustment reflects the elimination convertible

notes outstanding as of December 31, 2025.

(in

thousands)

Amount

Conversion

of Volato convertible debt, outstanding as of December 31, 2025

(4,230

)

Conversion

of M2i Global convertible debt, net

(230

)

Conversion

of M2i Global convertible debt, derivative liability (bifurcated conversion feature)

(508

)

Total

(4,968

)

(I)

Reflects the reversal of the liability for the issuance of unissued shares of M2i Global preferred stock. See note 5(L) for the corresponding

adjustment to APIC.

(J)

Represents an adjustment to reverse a legal accrual paid out in shares of M2i Global common stock subsequent to December 31, 2025.

(K)

Represents the adjustment to reflect the removal of M2i Global par value, the assumed one-for-fifteen reverse stock split of Volato’s

common stock, and the inclusion of the par value for all shares issued and outstanding upon consummation of the Merger.

(L)

Represents pro forma adjustments to additional paid-in capital balance to reflect the following:

Amount

Elimination of historical Volato

additional paid-in capital

$ (98,917 )

Fair value of shares held by Volato stockholders

(See note 2)

8,911

Conversion of M2i Global convertible notes

(1)

792

Corresponding adjustment to par value for the

assumed one-for-fifteen reverse stock split of Volato’s common stock and total shares issued and outstanding upon consummation

of the Merger

714

Corresponding adjustments

to additional paid-in capital for issuance of M2i Stock and reversal of legal accrual subsequent to December 31, 2025 (2)

1,349

Corresponding adjustment

to additional paid-in capital for issuance, and subsequent conversion of M2i Preferred Stock (3)

4,138

Total

$ (83,013 )

(1)

Inclusive

of an immaterial amount of accrued interest payable, as discussed in note 5(G).

(2)

See

notes 5 (A) and 5(J) for details.

(3)

See

note 5 (I) for details.

(M)

Reflects the elimination of the historical accumulated deficit of Volato in connection with the reverse acquisition of $100.8 million

and the cumulative catch-up expense adjustment for M2i Global’s transaction cost of $0.7 million with the corresponding adjustment

to accounts payable and accrued liabilities, reflected in note 5(G).

Adjustments

to the Unaudited Pro Forma Condensed Combined Statements of operations

(AA)

Reflects the change in amortization expense in Cost of Revenue due to the fair value adjustment, and change in useful life, of certain

intangible assets.

For

the

year

ended

December

31, 2025

Reversal of historical amortization

related to Website Costs

$ (97 )

Amortization of the fair

value of Developed Technology

Total Cost of revenue Pro

Forma Adjustments

$ (34 )

(BB)

Reflects the following changes in Selling, general and administrative expenses:

For

the

year

ended

December

31, 2025

Reversal of historical amortization

related to Developed Technology

$ (153 )

Amortization of the fair value of Customer

Relationships

Non-recurring transaction

costs incurred by M2i Global

690

Total Selling, general,

and administrative Pro Forma Adjustments

$ 631

(CC)

Reflects the elimination of the historical statement of operations impact of the change in the fair value of Volato’s convertible

notes and the change in fair value of the derivative liability associated with the M2i Global convertible notes.

(DD)

Reflects the elimination of interest expense related to M2i Global’s debt that is expected to be converted at Closing.

Income

Tax-Related Pro Forma Adjustments:

The

combined company’s ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax

purposes will be subject to limitations. In general, under Section 382 of the Code, a corporation that undergoes an “ownership

change” is subject to limitations on its ability to utilize its pre-change net operating losses to offset future taxable income.

In general, an ownership change occurs if the aggregate stock ownership of certain stockholders (generally 5% stockholders, applying

certain look-through rules) increases by more than 50 percentage points over such stockholder’s lowest percentage ownership during

the testing period (generally three years). In addition, the combination of two companies may also cause the ability for certain valuation

allowances associated with one of the companies to no longer be necessary because on a combined basis, there may be new sources of future

taxable income to support the reversal of pre-existing valuation allowances.

Currently,

no adjustment to the unaudited pro forma condensed combined financial statements has been made as it relates to either limitations the

combined company might incur under Section 382 of the Code or ASC 740 or decreases to pre-existing valuation allowances.

Loss

Per Share:

Represents

loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection

with the Merger. The calculation of weighted average shares outstanding for basic and diluted loss per share assumes the shares issued

in connection with the Merger have been outstanding for the entire periods presented.

The

table below presents the components of the pro forma loss per share calculation after giving effect to the assumed one-for-fifteen reverse

stock split of Volato Common Stock (in thousands, except share and per share data):

For

the

year

ended

December

31, 2025

Pro forma net loss

$ (3,726 )

Basic and Diluted

Weighted average shares outstanding

17,303,722

Net loss per share

$ (0.22 )

The

following summarizes the number of shares of common stock outstanding for the year ended December 31, 2025, assuming the Merger and

the assumed one-for-fifteen reverse stock split had been completed as of January 1, 2025:

Outstanding

Shares of Volato Common Stock outstanding at December

31, 2025

634,052

Shares issued for convertible notes that converted

in 2026

783,962

Shares issued in the second quarter of 2026

as part of share exchange and general activity

368,400

Second quarter of 2026 ATM sales

807,133

Vesting of Volato’s restricted stock

units

731

Shares of Volato Common

Stock issuable to M2i Global stockholders

14,709,444

Total weighted average shares outstanding

17,303,722

The

following potential outstanding securities, after giving effect to the assumed one-for-fifteen reverse stock split, were excluded from

the computation of pro forma loss per share, basic and diluted, because their effect would have been anti-dilutive.

Excluded

Public warrants

36,800

Private warrants

40,613

Stock options outstanding

1,178

Total excluded securities

78,591

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