Volato Group, Inc. 10-Q

ITEM 1A. RISK FACTORS In Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (the “2015 Form 10-K”) we identify certain risks and uncertainties to which the Company and its business is subject. Included in that report we identified certain risks related to potential acquisitions the Company may seek to effect under the risk factor entitled “ As part of our growth strategy, we may engage in future acquisitions that could disrupt our business and have an adverse impact on our financial condition.” On July 28, 2025 we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with M2i Global, Inc., a Nevada corporation (“M2i Global”), pursuant to which M2i Global would become a wholly owned subsidiary upon completion of the transaction (together with all other transactions contemplated by the Merger Agreement, the “Merger”). In addition, the risk factors identified in our 2025 Form 10-K, the potential Merger gives rise to additional factors including: • the risk that the Merger may not be completed on the anticipated timeline or at all; • the failure to satisfy any of the conditions to the consummation of the Merger, including the receipt of the approval by the Company’s stockholders; the approval of the listing of the combined company on the NYSE American LLC and the Company having net debt of not more than $10,000,000 at the closing; • the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; • the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally; • risks that the pendency of the Merger disrupts the Company’s current plans and operations; • risks that the pendency of the Merger disrupts the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business; • risks related to diverting management’s or employees’ attention during the pendency of the Merger from the Company’s ongoing business operations; • the amount of costs, fees, charges or expenses resulting from the Merger; • the nature, cost and outcome of potential litigation relating to the Merger; • risks that the benefits of the Merger are not realized when or as expected; • following the Merger the Company’s business and affairs would be subject to risks attendant to the operations of Mi2 (which differ from, and would be in addition to, those of the Company currently); • the possibility that the Company could, following the Merger, engage in operational or other changes that could result in meaningful appreciation in its value; 44 Table of Contents • the fact that, under the terms of the Merger Agreement, the Company is restrained from soliciting other acquisition proposals; and • the risk that the price of the Company’s common stock may fluctuate during the pendency of the Merger and may decline significantly if the Merger is not completed. Otherwise, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. Investors should review the risks provided in the Form 10-K prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.