Volato Group Files Updated S-4 and Advances M2i Global Merger Amid $320 Billion U.S. Critical Minerals Market Expansion

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Following the reopening of federal agencies, Volato Group and M2i Global advance key milestones toward an expected Q1 2026 closing

ATLANTA--(BUSINESS WIRE)-- Volato Group, Inc. (the “Company” or “Volato”) (NYSE American: SOAR), today announced key developments in its pending all-stock merger with M2i Global, Inc. (OTCQB: MTWO). Volato has filed the Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”), following the SEC’s completion of its review of the initial confidential submission.

With the reopening of federal agencies following the recent government shutdown, both companies now anticipate closing the merger in the first quarter of 2026, pending completion of SEC review and shareholder approval.

Recent milestones and highlights

  • S-4 Filed: Volato has filed the Registration Statement on Form S-4 with the SEC on December 15, 2025, marking a key step toward shareholder approvals. This filing follows the SEC’s completion of its review of the initial confidential submission, enabled by the resumption of normal government operations.
  • M2i Shareholder Approval Obtained: M2i Global shareholders have formally approved the merger with Volato Group, satisfying a key closing condition and demonstrating strong support for the combination.
  • Liability Condition Met: Volato reduced total liabilities to $9.5 million as of September 30, 2025, meeting the merger’s debt closing condition.
  • Expects to Regain NYSE Compliance: The Company believes its stockholders’ equity of $4.1 million as of September 30, 2025, satisfies NYSE American’s continued listing standard, pending exchange confirmation.
  • Ongoing Operating Progress: Applying its proven enterprise-software expertise, Volato has developed and is preparing to pilot the secure technology backbone that will support critical mineral traceability, contracting, and compliance across the United States and allied nations.
  • M2i Global Commercial Activity: M2i Global has continued to develop its critical-minerals platform, including recent offtake and sourcing announcements supportive of long-term supply security.
  • Definitive Agreement Executed: Volato and M2i Global signed the Agreement and Plan of Merger on July 28, 2025, outlining an all-stock combination in which M2i Global will become a wholly owned subsidiary of Volato.

“Our teams have maintained disciplined momentum on all workstreams,” said Mark Heinen, Chief Financial Officer of Volato. “Filing the S-4 marks another important milestone toward closing. With the SEC review process back on track following the government reopening, we expect to achieve a first-quarter 2026 closing. The combined company will be well positioned to deliver technology-driven efficiency and transparency across the critical-materials supply chain.”

Major General (Ret.) Alberto C. Rosende, Chief Executive Officer of M2i Global, added: “Our focus remains on executing our commercial strategy and building long-term value for shareholders. With federal operations restored, we are continuing to advance key partnerships and sourcing initiatives that strengthen our position in the critical-materials sector. Together, we are creating a platform that promotes secure, transparent, and sustainable supply chains vital to national and economic security.”

Next Steps

The proposed merger remains subject to SEC review of the registration statement, Volato shareholder approval, and other customary closing conditions. Additional information regarding the transaction, including risk factors and the combined company’s business, is included in the Form S-4.

About Volato

Volato Group, Inc. (NYSE American: SOAR) is a technology company focused on building scalable software and data solutions that improve the reliability and intelligence of high-stakes business decisions. The Company’s existing Parslee Document Intelligence platform enhances the performance of leading large language models (LLMs) by adding deterministic structure and auditability to complex documents such as contracts and SEC filings. Through its pending merger with M2i Global, Volato Group is expanding into the critical minerals sector—leveraging its software expertise to bring greater transparency, traceability, and operational intelligence to supply chains essential for U.S. national security and advanced technologies. For more information visit www.flyvolato.com.

About M2i Global, Inc.

M2i Global, Inc integrates people, technology, and solutions from across sectors to ensure access to critical minerals and metals for national defense and economic security. M2i Global aims to establish a Critical Mineral Reserve, creating a resilient supply chain that addresses the global shortage of essential minerals and metals. For more information, please visit: www.m2i.global.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the securities laws. 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 Dec. 31, 2024, 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.

For Media:
Diego Rosende
drosende@m2i.global

For Investors:
investors@flyvolato.com
ir@m2icorp.com

Source: Volato Group, Inc.

Released December 15, 2025