SOAR · Volato Group, Inc.

Volato Group, Inc. executed Share Exchange Agreements on April 16 and 17, 2026, with three investors who are shareholders of M2i Global, Inc. (OTCQB: MTWO), acquiring a substantial 48,044,912 shares of M2i common stock in exchange for 5,407,499 newly issued shares of Volato's Class A common stock (NYSE: SOAR). The transaction implies a valuation of $0.0304 per M2i share and $0.2701 per Volato share, reflecting the negotiated exchange ratio. This move positions Volato to gain significant ownership in M2i Global, potentially for strategic purposes such as influence or future consolidation, though specific intentions beyond the exchange are not detailed. The Volato shares are restricted securities, issued under exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D, with investors confirming accredited status and investment intent without immediate resale plans. Volato commits to filing a resale registration statement within 60 days post-issuance, using commercially reasonable efforts to achieve effectiveness and NYSE American listing approval. The agreements include standard representations on ownership, authority, no conflicts, and good title to M2i shares free of liens, with closing occurring immediately upon execution. Intended as a tax-free reorganization under IRC Section 351, the deal underscores board approval and mutual covenants for completion, with each party bearing its own costs. For investors, this dilutes existing Volato shareholders by approximately 5.4 million shares while providing Volato with a large M2i stake valued at roughly $1.46 million on implied terms, warranting monitoring of subsequent M2i strategy and registration progress.