MARKET WIRE NEWS

Volato Group Suspends Further Utilization of Convertible Note Facility; Outstanding Note Balance Reduced to Zero

MWN-AI** Summary

Volato Group, Inc. (NYSE American: SOAR) has announced the suspension of further borrowings under its convertible note facility, significantly reducing its potential dilution ahead of a proposed merger with M2i Global, Inc. (OTCQB: MTWO). This strategic move eliminates the outstanding principal balance on previously issued notes, streamlining the company's capital structure. CFO Mark Heinen emphasized that the suspension of future drawdowns enhances clarity for investors, reducing uncertainties linked to potential dilution as the company pursues the merger.

Volato Group specializes in technology solutions aimed at improving decision-making in high-stakes environments, with its Parslee Document Intelligence platform enhancing the performance of large language models by providing a structured approach to complex documents. The merger with M2i Global marks a pivotal expansion into the critical minerals sector, positioning Volato to leverage its technological expertise to enhance supply chain transparency and traceability, crucial for U.S. national security and advanced technologies.

As Volato prepares for this business combination, the company has filed necessary documents with the SEC, including a Current Report on Form 8-K and a Registration Statement on Form S-4. Shareholders are encouraged to review these filings for comprehensive details about the proposed transaction, which aims to establish a critical minerals reserve and tackle shortages within this vital industry.

Investors and stakeholders should be aware that the communication regarding this transaction does not constitute an offer or solicitation of securities. Instead, it serves to inform interested parties about the developments at Volato and its strategic direction. For more information, interested parties can refer to Volato’s filings or visit the company's website.

MWN-AI** Analysis

The recent announcement from Volato Group, Inc. regarding the suspension of further utilization of its convertible note facility marks a pivotal moment for the company and its investors. With the outstanding note balance now reduced to zero, Volato is poised to mitigate potential dilution concerns effectively. This strategic decision not only solidifies its current capital structure but also enhances investor confidence as it moves forward with its proposed merger with M2i Global, Inc.

By suspending future drawdowns, Volato is signaling a commitment to maintaining a cleaner capital profile, which is crucial as it navigates the complexities of the merger process. Mark Heinen, CFO of Volato, articulated the importance of reducing uncertainty around potential future dilution, a necessary step to bolster shareholder trust. This is particularly relevant given the current market environment where investors are increasingly cautious about dilution risks.

For current and prospective investors, this development is likely to provide more clarity and stability, especially with the impending merger aimed at capitalizing on the critical minerals sector. The merger is expected to leverage Volato’s advanced software solutions to enhance transparency and operational intelligence within essential supply chains, which is increasingly vital for U.S. national security and economic stability.

From a market perspective, investors might see this as an opportune moment to evaluate positions in Volato. With the company's focus on innovative solutions and robust growth strategies through the merger, there's potential for significant upside. Nevertheless, investors should remain vigilant about the broader market conditions and regulatory factors that could influence Volato's prospective growth trajectory.

In summary, Volato’s strategic maneuver to eliminate its convertible note balance provides a foundation for a more stable investment environment as it approaches its merger. Investors should consider this development favorably while continuing to monitor the company’s performance and market conditions closely.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

Substantially Reducing Potential Dilution Overhang Ahead of Proposed M2i Global Transaction

Volato Group, Inc. (NYSE American: SOAR) (“Volato” or the “Company”) today announced that it has suspended further borrowings/drawdowns under its convertible note facility (the “Facility”). The Company is not terminating the underlying securities purchase agreement but does not currently expect to access the Facility for additional convertible note funding.

In addition, the Company reported that all previously issued notes under the Facility have been converted in full, and there is currently no outstanding principal balance under the Facility.

Volato believes the suspension of potential future drawdowns and the full conversion of the previously issued notes supports a cleaner capital markets profile as the Company advances its proposed business combination with M2i Global, Inc. (OTCQB: MTWO) (“M2i Global”).

“Because all notes have been converted and we do not intend to access the Facility for additional funding, we believe this reduces uncertainty around potential future dilution and provides added clarity for investors,” said Mark Heinen, Chief Financial Officer of Volato Group. “We believe this is particularly important as we advance toward a targeted closing of our proposed merger with M2i Global.”

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 proposed merger with M2i Global, Volato 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 minerals reserve, creating a resilient supply chain that addresses the global shortage of essential minerals and metals. For more information, please visit: www.m2i.global .

Additional Information about the Proposed Transaction and Where to Find It

This communication relates to a potential transaction (the “Transaction”) 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 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 are being mailed to Volato shareholders as of April 17, 2026, the record date established for voting on the proposed transaction, in connection with Volato’s solicitation of proxies for the vote by Volato shareholders in connection with the proposed Transaction 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 Transaction. This document does not contain all the information that should be considered concerning the potential Transaction 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 TRANSACTION, OR INCORPORATED BY REFERENCE THEREIN, IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE POTENTIAL TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL TRANSACTION AND THE PARTIES TO THE POTENTIAL TRANSACTION.

Volato may file other relevant materials with the SEC in connection with the potential Transaction. Copies of the Registration Statement, the definitive proxy statement/prospectus, and all other relevant materials for the potential Transaction 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 Transaction. Volato’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed Transaction 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 Transaction and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed Transaction. 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.

No 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 Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed Transaction is expected to be implemented solely pursuant to the legally binding definitive 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 Transaction. 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.

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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260414734049/en/

For Investors:
investors@flyvolato.com

FAQ**

How does the proposed merger with M2i Global Inc (MTWO) enhance Volato's capabilities in the critical minerals sector and what specific operational advantages are anticipated from this transition?
The merger with M2i Global Inc (MTWO) is expected to enhance Volato's capabilities in the critical minerals sector by providing advanced technologies and expertise, leading to increased operational efficiency, improved resource extraction methods, and expanded market access.
With the suspension of future drawdowns under the convertible note facility, how does Volato plan to finance its operations and strategic initiatives in the short to medium term, especially with the merger with MGlobal Inc (MTWO)?
Volato plans to finance its operations and strategic initiatives in the short to medium term through internal cash reserves, potential equity financing, and strategic partnerships, especially in light of the upcoming merger with M2i Global Inc (MTWO).
Can you elaborate on the measures Volato has implemented to ensure that the merger with M2i Global Inc (MTWO) aligns with its mission of enhancing operational intelligence within critical supply chains?
Volato has implemented strategic integrations focusing on advanced data analytics and AI technologies to enhance real-time visibility and decision-making capabilities within critical supply chains, ensuring that the merger with M2i Global Inc aligns seamlessly with its mission.
What are the expected impacts of the full conversion of previously issued notes on shareholder value and how does reducing potential dilution with M2i Global Inc (MTWO) influence investor confidence in Volato's growth strategy?
The full conversion of previously issued notes is expected to enhance shareholder value by reducing potential dilution for investors, thereby increasing confidence in Volato's growth strategy and reinforcing the appeal of M2i Global Inc (MTWO) as a stable investment opportunity.

**MWN-AI FAQ is based on asking OpenAI questions about Volato Group Inc. Class A (NYSE: SOAR).

Volato Group Inc. Class A

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