OTHER INFORMATION
−Removed: During the quarter ended March 31, 2026, there was no information required to be disclosed in a report on Form 8-K which was not disclosed
+Added: During the quarter ended June 30, 2026, there was no information required to be disclosed in a report on Form 8-K which was not disclosed
in a report on Form 8-K.
−Removed: (b) During the quarter ended March
−Removed: 31, 2026, there were no material changes to the procedures by which stockholders may recommend nominees to our board of directors.
−Removed: During the quarter ended March 31, 2026, no director or officer of the Company adopted , modified , or terminated a “Rule 10b5-1
−Removed: trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
−Removed: Agreement and Plan of Merger and Reorganization, dated July 28, 2025, between Volato Group, Inc., Volato Merger Subsidiary, Inc., and M2i Global, Inc.
−Removed: (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2025).
−Removed: Amendment No.
−Removed: 1 to Agreement and Plan of Merger and Reorganization, dated January 19, 2026, between Volato Group, Inc., Volato Merger Subsidiary, Inc., and M2i Global, Inc.
−Removed: (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2026).
+Added: During the quarter ended June 30, 2026, there were no material changes to the procedures by which stockholders may recommend nominees
+Added: to our board of directors.
+Added: During the quarter ended June 30, 2026, no director or officer of the Company adopted , modified , or terminated a “Rule 10b5-1 trading
+Added: arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Second Amended and Restated Certificate of Incorporation of Volato Group, Inc., as amended through February 19, 2025 (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed with the SEC on May 7, 2025).
1 unchanged sentence
PROOF Acquisition Corp I, as amended through October 10, 2024 (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the year ended December 31, 2024).
−Removed: Fifth Amendment to the Aircraft Management Services Agreement, dated March 6, 2026(incorporated by reference from Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026).
−Removed: Asset Purchase agreement with flyExclusive, dated March 6, 2026 (incorporated by reference from Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026)
−Removed: ATM Sales Agreement, dated March 27, 2026, with Curvature Securities, LLC (incorporated by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2026).
+Added: Form of Share Exchange Agreement, dated April 2026, between the Company and certain shareholders of M2i Global, Inc.
+Added: (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2026).
+Added: Form of Securities Purchase Agreement, dated June 7, 2026, between Volato Group, Inc.
+Added: and the Investors party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2026).
+Added: Form of Registration Rights Agreement, dated June 7, 2026, between Volato Group, Inc.
+Added: and the Investors party thereto (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2026).
+Added: Form of Amendment No.
+Added: 1 to Registration Rights Agreement, dated June 18, 2026, between Volato Group, Inc.
+Added: and the Investors party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2026).
+Added: Form of Securities Purchase Agreement, dated June 27, 2026, between Volato Group, Inc.
+Added: and the Investors party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2026).
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12 unchanged sentences
thereunto duly authorized.
+Added: August 14, 2026
Matthew Liotta
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.