SOAR · Volato Group, Inc.

Volato Group, Inc. filed a Current Report on Form 8-K to provide unaudited pro forma condensed combined financial information regarding its proposed merger with M2i Global, Inc. The merger, originally announced on July 28, 2025, is structured as a reverse acquisition where M2i Global is the accounting acquirer. Under the terms, M2i shareholders will receive approximately 85% of the combined company's common stock on a fully diluted basis, with an estimated purchase price of $8.9 million. The pro forma financials reflect the combination as if the merger occurred on January 1, 2025, for the income statement and December 31, 2025, for the balance sheet. Pro forma revenue for 2025 is $78.6 million, with a net loss from continuing operations of $3.7 million. The combined company will need to meet Nasdaq listing requirements, and a reverse stock split of Volato common stock at a ratio between 1-for-2 and 1-for-25 is proposed, with the final ratio to be set by the board. A special shareholder meeting is scheduled for May 7, 2026, to vote on the merger and related proposals. M2i Global's stockholder has already approved the merger via written consent. The filing also notes that Volato's net debt exceeds $10 million, a condition that M2i may waive. The pro forma information is subject to change and should be read in conjunction with the full proxy statement/prospectus.