What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 248 added, 172 removed, 666 unchanged (39% of the section changed)

3 unchanged sentences

(Amounts in thousands, except par value amounts)

September 30,

2025 December 31,

6 unchanged sentences

Note receivable, current 156 —

Investment in M2i 1,910 —

Prepaid expenses and other current assets 655 1,031

7 unchanged sentences

Total assets $ 13,590 $ 46,299

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

10 unchanged sentences

COMMITMENTS AND CONTINGENCIES (Note 15)

Shareholders’ deficit:

Shareholders’ equity (deficit):

Common Stock Class A, $ 0.0001 par value;

200,000,000 authorized;

4,622,737 and 1,843,852 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

7,435,756 and 1,843,852 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 97,205 87,968

Accumulated deficit ( 93,105 ) ( 104,307 )

Total shareholders’ deficit ( 7,064 ) ( 16,334 )

Total liabilities and shareholders’ deficit 13,048 $ 46,299

Total shareholders’ equity (deficit) 4,105 ( 16,334 )

Total liabilities and shareholders’ equity $ 13,590 $ 46,299

The accompanying notes are an integral part of these consolidated financial statements .

2 unchanged sentences

(Amounts in thousands, except share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Total costs and expenses 2,945 36,333 49,885 44,547

Operating income (loss) 872 ( 3,651 ) 3,398 ( 7,985 )

Operating (loss) income ( 2,564 ) 2,133 834 ( 5,852 )

Other income (expenses):

Other income, net 5,679 56 9,990 214

Gain (loss) from change in fair value of financial instruments 99 ( 2,755 ) ( 750 ) ( 2,982 )

Interest expense, net ( 1,229 ) ( 1,230 ) ( 3,629 ) ( 2,368 )

Loss from change in fair value of financial instruments ( 539 ) — ( 1,289 ) ( 2,982 )

Interest income (expense), net 27 ( 3,234 ) ( 3,602 ) ( 5,603 )

Other income (expenses), net 5,167 ( 3,178 ) 5,099 ( 8,371 )

18 unchanged sentences

VOLATO GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(Amounts in thousands, except shares)

1 unchanged sentence

Shareholders’

Equity (Deficit)

Shares Amount

3 unchanged sentences

Common stock and warrant reclass from in-kind liability to APIC

— — 4,250 — 4,250

Net loss — — — ( 17,390 ) ( 17,390 )

5 unchanged sentences

Balance as of June 30, 2024, as adjusted 1,180,709 $ 3 $ 82,964 $ ( 97,970 ) $ ( 15,003 )

Stock-based compensation

— — ( 199 ) — ( 199 )

Issuance of common stock 664 — 3 — 3

Net loss — — — ( 4,435 ) ( 4,435 )

Balance as of September 30, 2024, as adjusted 1,181,373 $ 3 $ 82,768 $ ( 102,405 ) $ ( 19,634 )

Class A Common Stock

Shareholders’

Equity (Deficit)

Shares Amount

2 unchanged sentences

Issuance of common stock

57,041 — — — —

Net income — — — 455 455

6 unchanged sentences

Balance at June 30, 2025 4,622,737 $ 5 $ 93,181 $ ( 100,250 ) $ ( 7,064 )

Stock-based compensation

Issuance of common stock

2,813,019 — 4,023 — 4,023

Net income — — — 7,145 7,145

Balance at September 30, 2025 7,435,756 $ 5 $ 97,205 $ ( 93,105 ) $ 4,105

The accompanying notes are an integral part of these consolidated financial statements .

2 unchanged sentences

(Amounts in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

12 unchanged sentences

Change in fair value of convertible notes 1,134 —

Loss on investment in M2i 155

Changes in assets and liabilities:

Accounts receivable ( 62 ) —

Notes receivable ( 86 )

Contract assets, net ( 450 ) —

5 unchanged sentences

Net cash used in operating activities from discontinued operations ( 3,650 ) ( 18,262 )

Net cash provided by (used in) operating activities 536 ( 7,367 )

Net cash used in operating activities ( 2,442 ) ( 10,491 )

Investing activities:

2 unchanged sentences

Cash used in investing activities - discontinued operations — ( 3 )

Net cash provided by (used in) investing activities 30 ( 113 )

Net cash used in investing activities ( 39 ) ( 145 )

Financing activities:

1 unchanged sentence

Repayments of lines of credit — ( 1,000 )

Proceeds from issuance of term loan — 4,000

Proceeds from issuance of convertible notes, net 4,050 —

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Issuance of shares for convertible notes $ 6,169 $ —

Original debt discount $ — $ 68

Investment in M2i - share exchange $ 2,065 $ —

Financing for aircraft purchase $ 37,506 $ —

1 unchanged sentence

Deposits on aircraft $ 28,500 $ —

Issuance of shares in exchange for debt reduction $ 463 $ —

Initial recognition of right-of-use asset $ — $ 201

The accompanying notes are an integral part of these consolidated financial statements .

1 unchanged sentence

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Volato Group, Inc.

(“we”, “us”, “the Company”, or “Volato”) is a holding company for several wholly owned subsidiaries, including Volato, Inc., Fly Vaunt, LLC, and Gulf Coast Aviation, Inc.

(“we”, “us”, “the Company”, or “Volato”) is a holding company for several wholly owned subsidiaries, including Volato, Inc., Fly Vaunt, LLC, Gulf Coast Aviation, LLC (f/k/a Gulf Coast Aviation, Inc)., Volato Merger Subsidiary, Inc., and Parslee, LLC.

The Company’s primary operating subsidiary was founded in 2021.

That year, the Company entered the private jet charter and fractional ownership market with its Part 135 HondaJet ownership program, taking delivery of its first jet in August 2021 and completing its first Part 135 charter flight in October of 2021.

In March 2022, the Company acquired Gulf Coast Aviation, Inc., owner of G C Aviation, Inc., a Texas entity and Part 135 air carrier certificate holder.

In March 2022, the Company acquired Gulf Coast Aviation, Inc.

(n/k/a Gulf Coast Aviation, LLC), owner of G C Aviation, Inc., a Texas entity and Part 135 air carrier certificate holder.

In March 2022, the Company placed orders for four Gulfstream G280s for delivery in 2024 and 2025.

In September 2022, the Company started internal development on its full suite Flight Management Software platform Mission Control, and on October 4, 2023 the Company announced the commercial launch of Vaunt, our proprietary consumer facing empty leg platform.

In September 2022, the Company started internal development on its full suite Flight Management Software platform Mission Control, and in the fourth quarter of 2023 the Company commercially launched Vaunt, our proprietary consumer facing empty leg platform.

In September 2024, the Company entered into an agreement with flyExclusive, Inc., (“flyExclusive”) a leading provider of private jet charter services, to transition the management of its aircraft ownership fleet operations to flyExclusive.

This move was intended to bring substantial cost savings and allow Volato to focus on its potential high-growth areas, including aircraft sales and proprietary software.

The Company will continue to take delivery of new aircraft and also generating revenue from its proprietary software, including the Vaunt platform, its empty leg consumer app.

In the fourth quarter of 2024, we transferred the aircraft lease agreements to flyExclusive and have no further obligations under the aircraft lease agreements or control over flight operations.

The Company has retained insider card liabilities of $ 4.1 million that is included in discontinued operations as of June 30, 2025.

On February 24, 2025, the Company effected a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-25 (the “Reverse Stock Split”) with no change in par value.

This move was intended to bring substantial cost savings and allow Volato to focus on its potential high-growth areas, including aircraft sales and proprietary software products.

The Company has continued to take delivery of new aircraft and also generate revenue from its proprietary software, including the Vaunt platform, its empty leg consumer app.

In the fourth quarter of 2024, we transferred our aircraft lease agreements to flyExclusive and have no further obligations under the aircraft lease agreements or control over flight operations.

The Company has retained insider card liabilities of $ 0.3 million that is included in discontinued operations as of September 30, 2025.

On February 24, 2025, the Company effected a reverse stock split of its issued and outstanding Class A common stock (also referred to as “common stock” in this Quarterly Report), at a ratio of 1-for-25 (the “Reverse Stock Split”) with no change in par value.

All share amounts have been retroactively adjusted to account for the split as if it occurred at inception.

On March 20, 2025 the Company sold its former subsidiary GC Aviation, Inc., which holds the FAA Part 135 certificate for $ 2.0 million, of which $ 1.8 million was a note receivable.

On July 28, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Volato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of Volato (“Merger Sub”), and M2i Global, Inc., a Nevada corporation (“M2i”), pursuant to which Merger Sub will merge with and into M2i, with M2i surviving the merger as a wholly-owned subsidiary of Volato (together with all other transactions contemplated by the Merger Agreement, the “Merger”).

The Merger is subject to approval by the Company’s stockholders and other customary closing conditions.

Upon consummation of the Merger it is currently expected that M2i’s stockholders will own approximately 85 % of the combined company.

In July 2025, the Company began development of an Artificial Intelligence based software platform designed to enhance the reliability of leading large language models when analyzing contracts, SEC filings and reports, and other structured documents.

On September 30, 2025, Company, entered into Share Exchange Agreements (the “Share Exchange Agreements”), with Tysadco Partners, LLC and Douglas Cole (together the “Investors”).

The Investors are shareholders of M2i whose common stock is publicly quoted on the OTCQB Venture Market of OTC Markets Group, Inc.

under the symbol “MTWO”.

Pursuant to the Share Exchange Agreements, the Company agreed to issue an aggregate of 1,197,604 shares of the Company’s Class A common stock to the Investors in exchange for an aggregate of 16,000,000 shares of M2i common stock.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern, liquidity, and capital resources

The Company has limited operating history, and although the Company has realized net income of approximately $ 4.1 million for the six months ended June 30, 2025, it has a working capital deficit of approximately $ 9.3 million and has an accumulated deficit of approximately $ 100.3 million as of June 30, 2025.

The Company has limited operating history, and although the Company has realized net income of approximately $ 11.2 million for the nine months ended September 30, 2025, and has a working capital of approximately $ 1.9 million, the Company has an accumulated deficit of approximately $ 93.1 million as of September 30, 2025.

These above matters raise substantial doubt about the Company's ability to continue as a going concern.

During the next twelve months, the Company intends to fund its operations through the issuance of financial instruments including debts or equity and the revenues from operations including from the sale of aircraft at a premium to cost.

During the next twelve months, the Company intends to fund its operations through the issuance of financial instruments including debt or equity securities and the revenues from operations including from the sale of aircraft at a premium to cost.

Accordingly, management believes that its current cash position, along with its anticipated margin from aircraft sales and proceeds from future debt and/or equity financings, when combined with prudent expense management, will allow the Company to continue as a going concern and to fund its operations for at least one year from the date of issuance of these financial statements.

9 unchanged sentences

These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments that are necessary for a fair presentation of the Company’s financial information.

The results of operations for the three and six months June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the consolidated financial statements and the related notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025 (the “2024 Form 10-K”).

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year.

Reclassifications

12 unchanged sentences

• Assessment of long-lived assets impairment.

• Assumptions used in the valuation notes receivable.

• Assumptions used in the valuation of notes receivable.

Cash and restricted cash

2 unchanged sentences

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

At June 30, 2025 and December 31, 2024, the Company had no cash equivalents besides what was in the cash balance as of this date.

The Company had zero and $ 1.8 million of restricted cash at June 30, 2025, and December 31, 2024, respectively, which served as collateral for the credit facility with SAC Leasing G280 LLC described in Note 11 below.

At September 30, 2025 and December 31, 2024, the Company had no cash equivalents besides what was in the cash balance as of that date.

The Company had zero and $ 1.8 million of restricted cash at September 30, 2025, and December 31, 2024, respectively, which served as collateral for the credit facility with SAC Leasing G280 LLC described in Note 11 below.

Accounts receivable

5 unchanged sentences

The Company reviews its allowance for credit losses on a quarterly basis.

The Company recognized approximately $ 123 thousand and zero of bad debt expense during the three months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025 and 2024, the Company recognized $ 147 thousand and zero bad debt expense, respectively.

The Company recognized approximately zero and zero of bad debt expense during the three months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recognized $ 147 thousand and zero bad debt expense, respectively.

Fixed assets are stated at cost, less accumulated depreciation.

9 unchanged sentences

Business analysis, system evaluation and software maintenance costs are expensed as incurred.

The capitalized computer software development costs are reported under the section Property, plant and equipment net in the consolidated balance sheets and are amortized using the straight-line method over the estimated useful life of the software, generally three years from when the asset is placed in service.

The Company capitalized no internal software development costs during the six months ended June 30, 2025 and 2024.

The Company recognized $ 48 thousand and $ 26 thousand of amortization expense related to computer software development during the three months ended June 30, 2025 and 2024, respectively.

The Company recognized $ 96 thousand and $ 52 thousand of amortization expense related to computer software development during the six months ended June 30, 2025 and 2024, respectively.

The capitalized computer software development costs are reported under the section “Property and equipment net” in the consolidated balance sheets and are amortized using the straight-line method over the estimated useful life of the software, generally three years from when the asset is placed in service.

The Company capitalized $ 69 thousand internal software development costs during the nine months ended September 30, 2025 and 2024.

The Company recognized $ 37 thousand and $ 26 thousand of amortization expense related to computer software development during the three months ended September 30, 2025 and 2024, respectively.

The Company recognized $ 133 thousand and $ 78 thousand of amortization expense related to computer software development during the nine months ended September 30, 2025 and 2024, respectively.

The Company also expenses internal costs related to minor upgrades and enhancements, as it is impractical to separate these costs from normal maintenance activities.

During the three and six months ended June 30, 2025, the Company reduced the value of software development cost by $ 54 thousand related to a non-monetary exchange with a third party and their use of our mission control software.

During the three and nine months ended September 30, 2025, the Company reduced the value of software development cost by $ 75 thousand and $ 129 thousand, respectively, related to a non-monetary exchange with a third party and their use of our mission control software.

This software development cost was originally developed for internal use and has subsequently been licensed to a third party in a non-monetary transaction.

1 unchanged sentence

The costs incurred for activities during the website application and infrastructure development stage are capitalized in accordance with the guidance on internal-use software in FASB ASC 350-40.

The Company capitalized zero and $ 110 thousand of website development costs during six months ended June 30, 2025 and 2024, respectively.

The Company recognized approximately $ 24 thousand and $ 26 thousand of amortization expense related to website development costs during the three months ended June 30, 2025 and 2024, respectively.

The company recognized $ 48 thousand and $ 51 thousand of amortization expense during the six months ended June 30, 2025 and 2024, respectively.

The Company capitalized zero and $ 142 thousand of website development costs during the nine months ended September 30, 2025 and 2024, respectively.

The Company recognized approximately $ 24 thousand and $ 26 thousand of amortization expense related to website development costs during the three months ended September 30, 2025 and 2024, respectively.

The Company recognized $ 72 thousand and $ 77 thousand of amortization expense during the nine months ended September 30, 2025 and 2024, respectively.

Valuation of long-lived assets

3 unchanged sentences

In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value.

No impairment was recognized during the six months ended June 30, 2025 and 2024, respectively.

No impairment was recognized during the nine months ended September 30, 2025 and 2024, respectively.

Fair value of financial instruments

12 unchanged sentences

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The fair value of the Company’s recorded forward purchase agreement (“FPA”) is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification.

On November 28, 2023, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”).

The fair value of the Company’s recorded Forward Purchase Agreement was determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification.

A Monte Carlo simulation model was used to determine the fair value as of December 31, 2023 .

The Company recorded the FPA at fair value on the consolidated balance sheets with changes in fair value recorded in the consolidated statements of operations.

On July 23, 2024, the Company received notice of termination of the FPA and recognized an impairment in the value of the FPA in the second quarter of 2024 due to receipt of the termination notice.

A loss of $ 3.0 million was recorded due to the cancellation of the FPA in the third quarter of 2024.

The Company recorded the Forward Purchase Agreement at fair value on the consolidated balance sheets with changes in fair value recorded in the consolidated statements of operations.

On July 23, 2024, the Company received notice of termination of the Forward Purchase Agreement and recognized an impairment in the value of the Forward Purchase Agreement in the second quarter of 2024 due to receipt of the termination notice.

A loss of $ 3.0 million was recorded due to the cancellation of the Forward Purchase Agreement in 2024.

In December 2024, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) pursuant to which the Company may issue a series of convertible notes for an aggregate principal amount not to exceed $ 36.0 million.

1 unchanged sentence

The Company elected the fair value guidance under ASC 825-10 and the 2024 Convertible Note was recognized at initial fair value as of the issuance date.

Any issuances of additional convertible promissory notes are subject to the terms and conditions of the Security Purchase Agreement.

The value of the 2024 Convertible Note at issuance approximated fair value as of December 31, 2024.

During the three months ended March 31, 2025, the Company recorded a loss of $ 849 thousand on the change in the fair value of the 2024 Convertible note, recorded in other income (expense) on the consolidated statements of operations.

In June 2025, the outstanding principal and accrued interest of the 2024 Convertible Note was converted into 2,538,939 shares of the Company’s common stock, settling in full the Company’s repayment obligations under that note.

Immediately prior to the conversions, the Company remeasured the liability to its fair value as of the conversion date.

The Company recognized a gain of $ 223 thousand related to the change in the fair value of the 2024 Convertible Note recorded in other income expense on the consolidated statements of operations.

In June 2025, pursuant to the Securities Purchase Agreement, the Company issued a second convertible note (the “Second Tranche Note”) in the principal amount of $ 1.5 million, for a purchase price of $ 1.4 million, representing an original issue discount of ten percent, which matures on June 13, 2026.

The Second Tranche Note was recorded at a fair value of $ 1.4 million.

The Company recorded a loss of $ 124 thousand on the change in fair value of the Second Tranche Note in the three and six months ended June 30, 2025.

The following table presents balances of the fair value instruments as of June 30, 2025 and December 31, 2024, in thousands:

Fair Value Measurements as of June 30, 2025

Any issuances of additional convertible promissory notes are subject to the terms and conditions of the Security Purchase Agreement (see Note 10).

In September 2025, the Company entered into Share Exchange Agreements with the Investors.

The Investors who are shareholders of M2i, whose common stock is publicly quoted on the OTCQB Venture Market of OTC Markets Group, Inc.

under the symbol “MTWO”.

Pursuant to the Share Exchange Agreements, the Company agreed to issue an aggregate of 1,197,604 shares of the Company’s common stock to the Investors in exchange for an aggregate of 16,000,000 shares of M2i common stock (the “Investment in M2i”).

At the date of the exchange, the Company recognized a loss of $ 115 thousand in “Loss from change in fair value of financial instruments” on the consolidated statement of operations for the difference between the fair value of the Volato shares issued and the fair value of the Investment in M2i.

Pursuant to ASC 321, the Investment in M2i is measured at fair value each reporting period, with unrealized gain or loss recognized in earnings.

The Investment in M2i is classified within Level 2 of the fair value hierarchy under ASC 820, as it is based on quoted prices for identical assets in inactive markets.

During the three and nine months ended September 30, 2025, the Company recorded a loss of $ 40 thousand related to the change in fair value of the Investment in M2i.

The following table presents balances of the fair value instruments as of September 30, 2025 and December 31, 2024, in thousands:

Fair Value Measurements as of September 30, 2025

Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other

1 unchanged sentence

Inputs (Level 3) Total

Second Tranche Note $ — $ — $ 1,474 $ 1,474

Total $ — $ — $ 1,474 $ 1,474

Financial liabilities:

Third Tranche Note $ — $ — $ 3,066 $ 3,066

Financial assets:

Investment in M2i $ — $ 1,910 $ — $ 1,910

Fair Value Measurements as of December 31, 2024

4 unchanged sentences

Total $ — $ — $ 4,050 $ 4,050

The following table presents changes of all convertible notes issued under the Securities Purchase Agreement with significant unobservable inputs (Level 3) for the three and six months ended June 30, 2025, in thousands:

The following table presents changes of all convertible notes issued under the Securities Purchase Agreement (see Note 10) with significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2025, in thousands:

2024 Convertible Note

6 unchanged sentences

Balance at June 30, 2025 1,474

The Company measured the Second Tranche Note using a Monte Carlo simulation valuation model using the following assumptions:

Three and Six months ended June 30, 2025

Change in fair value 384

Conversions ( 1,492 )

Additions 2,700

Balance at September 30, 2025 $ 3,066

The Company measured the Third Tranche Note using a Monte Carlo simulation valuation model using the following assumptions:

Three and Nine months ended September 30, 2025

Volume Weighted average stock price ("VWAP") $ 1.80

Simulation Period 0.95 years

Simulation Period 0.81 year

Expected Volatility 115.1 %

1 unchanged sentence

Risk-free Rate 3.7 %

The following table represents the change of the Investment in M2i (Level 2) for the three and nine months ended September 30, 2025, in thousands:

Investment in M2i

Balance at June 30, 2025 $ —

Additions 1,950

Change in fair value ( 40 )

Balance at September 30, 2025 $ 1,910

There were no gains and losses attributable to changes in instrument specific credit risk as the Company determined the likelihood of an event of default to be de minimus.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid and other assets, accounts payable and accrued expenses, deposits, and members’ deposit approximate their fair value because of the short maturity of those instruments.

The Company’s credit facility, convertible notes and other loans approximate the fair value of such liabilities based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements and due to the short-term maturity of these instruments at June 30, 2025 and December 31, 2024.

Commitments and contingencies

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Revenue from aircraft sales is recognized upon the delivery of the aircraft.

The Company generated revenue during the three and six months ended June 30, 2025 and 2024, broken down as follows, in thousands:

Three Months Ended June 30, Six Months Ended June 30,

The Company generated revenue during the three and nine months ended September 30, 2025 and 2024, broken down as follows, in thousands:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Revenue from the sales of our Vaunt Software-as-a-subscription is deferred and recognized over the subscription term of the software and is included in customer deposits and deferred revenue on the consolidated balances sheets.

The following table provides a rollforward of deferred revenue for the six months ended June 30, 2025:

The following table provides a rollforward of deferred revenue for the nine months ended September 30, 2025:

Balance as of December 31, 2024 $ 696

1 unchanged sentence

Revenue deferred 2,195

Balance as of June 30, 2025 $ 1,087

Balance as of September 30, 2025 $ 1,772

Assets Recognized from the Costs to Obtain Revenue Contracts

4 unchanged sentences

The following tables present the asset balances and related amortization expense for the contract assets:

As of and for the six months ended June 30, 2025

As of and for the nine months ended September 30, 2025

Beginning Balance Amount Capitalized Amortization Ending Balance

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In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive for the three and six months ended June 30, 2025, include stock options, restricted stock units and warrants.

The Company had 17,857 and 80,928 outstanding stock options to purchase an equivalent number of shares of common stock at June 30, 2025, and 2024, respectively.

The Company had 15,706 and 60,253 outstanding restricted stock units to purchase an equivalent number of shares of common stock at June 30,2025 and 2024, respectively.

The Company also had 1,161,195 outstanding warrants to purchase an equivalent number of shares of common stock as of June 30, 2025 and 2024, respectively at a weighted average strike price of $ 287.50 .

Securities that are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been antidilutive for the three and nine months ended September 30, 2025, include stock options, restricted stock units and warrants.

The Company had 17,766 and 64,301 outstanding stock options to purchase an equivalent number of shares of common stock at September 30, 2025, and 2024, respectively.

The Company had 47,323 and 49,555 outstanding restricted stock units to purchase an equivalent number of shares of common stock at September 30, 2025 and 2024, respectively.

The Company also had 1,161,195 outstanding warrants to purchase an equivalent number of shares of common stock as of September 30, 2025 and 2024, respectively at a weighted average strike price of $ 287.50 .

Concentration of credit risk

9 unchanged sentences

If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the fair value.

There was no impairment loss for the three and six months ended June 30, 2025 or 2024, respectively.

There was no impairment loss for the three and nine months ended September 30, 2025 or 2024, respectively.

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired in our business combinations.

4 unchanged sentences

The Company tests for goodwill impairment annually during its fourth quarter.

In March 2025, the Company sold GC Aviation, Inc and the Part 135 air carrier certificate.

In connection with that sale, the Company recorded an impairment on goodwill of $ 35 thousand for the six months ended June 30, 2025.

In March 2025, the Company sold GC Aviation, Inc.

and the Part 135 air carrier certificate.

In connection with that sale, the Company recorded an impairment on goodwill of $ 35 thousand for the nine months ended September 30, 2025.

The loss is recorded in other income, net in the consolidated statements of operations.

There was no impairment loss recorded for the six months ended June 30, 2024.

There was no impairment loss recorded for the nine months ended September 30, 2024.

Segment reporting

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Advertising costs are expensed as incurred and included in selling, general and administrative expenses on the statements of operations.

Such advertising amounted to $ 207 thousand and $ 1.0 million for the three months ended June 30, 2025 and 2024, respectively and $ 344 thousand and $ 3.2 million for the six months ended June 30, 2025 and 2024, respectively.

Such advertising amounted to $ 0.3 million and $ 0.2 million for the three months ended September 30, 2025 and 2024, respectively and $ 0.6 million and $ 3.4 million for the nine months ended September 30, 2025 and 2024, respectively.

ASC Topic 842, “Leases” (“ASC 842”) requires lessees to recognize most leases on the balance sheet with a corresponding right-of-use asset (“ROU asset”).

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In September 2024, the Company entered into an agreement with flyExclusive to transition our aircraft ownership program fleet operations to flyExclusive.

This move is expected to provide Volato with the opportunity to focus on what it believes to be its high-growth areas, including aircraft sales and proprietary software.

We will continue to take delivery of new aircraft, while also generating revenue from our proprietary software, including the Vaunt platform, Volato’s empty leg consumer app.

We have continued to take delivery of new aircraft, while also generating revenue from our proprietary software, including the Vaunt platform, Volato’s empty leg consumer app.

In March 2025, the Company sold GC Aviation, Inc., which holds the FAA Part 135 certificate, therefore items related to managed aircraft are included in discontinued operations.

Major classes of line items constituting net income (loss) from discontinued operations are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Selling, general and administrative 37 5,185 343 18,543

Other income (loss) from discontinued operations 946 — 1,005 —

Other income from discontinued operations 4,840 4,147 5,845 4,147

Loss from discontinued operations before provision for taxes 4,809 ( 3,379 ) 5,524 $ ( 24,495 )

2 unchanged sentences

Carrying amounts and major classes of assets included as part of discontinued operations are as follows:

September 30,

2025 December 31,

6 unchanged sentences

Carrying amounts and major classes of liabilities included as part of discontinued operations are as follows:

September 30,

2025 December 31,

7 unchanged sentences

As of December 31, 2024, the Company impaired the remaining value of the customer relationships asset and recorded a loss on the impairment of $ 130 thousand which was recorded in selling, general and administrative expenses .

Intangible asset amortization expense was zero and $ 15 thousand for the three months ended June 30, 2025 and 2024, respectively.

Intangible asset amortization expense was zero and $ 30 thousand for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024 the balance of customer relationships was zero .

Intangible asset amortization expense was zero and $ 15 thousand for the three months ended September 30, 2025 and 2024, respectively.

Intangible asset amortization expense was zero and $ 45 thousand for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024 the balance of customer relationships was zero .

Indefinite - Lived Intangible Assets

The following table summarizes the balances of the indefinite-lived intangible assets as of June 30, 2025 and December 31, 2024, in thousands:

June 30, 2025 December 31, 2024

The following table summarizes the balances of the indefinite-lived intangible assets and is included in discontinued operations as of September 30, 2025 and December 31, 2024, in thousands:

September 30, 2025 December 31, 2024

Intangible asset - Part 135 certificate $ — $ 1,200

1 unchanged sentence

In March 2025, the Company sold GC Aviation, Inc., and the FAA Part 135 Certificate for $ 2.0 million.

The Company did not recognize any impairment of the Part 135 certificate during the three or six months ended June 30, 2025 and 2024, respectively.

The Company did not recognize any impairment of the Part 135 certificate during the three or nine months ended September 30, 2025 and 2024, respectively.

NOTE 5 - MERGER TRANSACTION COSTS PAYABLE

In connection with the business combination in December 2023, the Company entered into three agreements (together, the “Agreements”) with financial institutions, in which the Company agreed to pay a success fee in the aggregate amount of $ 4.25 million to the financial institutions in case the Company consummates certain acquisition(s).

The success fees were to be paid in shares of the Company’s common stock and warrants during the 2024 fiscal year.

2 unchanged sentences

In January 2024, the Company issued an aggregate number of 48,342 shares of common stock and 4,000 warrants in accordance with the Agreements in full settlement of the Company’s obligations to the three financial institutions.

As of June 30, 2025 and December 31, 2024 the merger transaction costs payable were zero .

As of September 30, 2025 and December 31, 2024 the merger transaction costs payable were zero .

NOTE 6 – FORWARD PURCHASE AGREEMENT

1 unchanged sentence

and Vellar Opportunities Fund Master, Ltd.

(“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).

(“Seller”), entered into the Forward Purchase Agreement for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”).

The Seller could purchase, prior to the closing of a business combination we completed in December 2023, up to 2.0 million shares (the “Maximum Number of Shares”) of the Company from third parties through a broker in the open market.

The Number of Shares subject to the Forward Purchase Agreement could be subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

Under the Forward Purchase Agreement the Seller was paid directly an aggregate cash amount equal to the product of (i) the number of shares as set forth in the pricing date notice and (ii) the redemption price paid by the Company on the closing of its 2023 business combination date to holders of its common stock who exercised their redemption rights in connection with the closing.

The Number of Shares subject to the Forward Purchase Agreement were subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.

Under the Forward Purchase Agreement the Seller was directly paid an aggregate cash amount equal to the product of (i) the number of shares as set forth in the pricing date notice and (ii) the redemption price paid by the Company on the closing of its 2023 business combination date to holders of its common stock who exercised their redemption rights in connection with the closing.

During the year ended December 31, 2023, the Company paid an aggregate amount of approximately $ 18.9 million.

3 unchanged sentences

The Company recorded the impact of the notice in the second quarter of 2024.

In the six months ended June 30 2025 and 2024, the Company recognized a loss on the change in fair value of zero and $ 3.0 million, respectively, reported in other expenses in the consolidated statement of operations.

In the nine months ended September 30, 2025 and 2024, the Company recognized a loss on the change in fair value of zero and $ 3.0 million, respectively, reported in other expenses in the consolidated statement of operations.

NOTE 7– PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following at June 30, 2025 and December 31, 2024, in thousands:

Property and equipment, net consist of the following at September 30, 2025 and December 31, 2024, in thousands:

September 30,

2025 December 31,

6 unchanged sentences

Property and equipment, net $ 341 $ 680

During the three months ended June 30, 2025 and 2024, the Company recognized $ 83 thousand and $ 65 thousand of depreciation and amortization, respectively.

During the six months ended June 30, 2025 and 2024, the Company recognized $ 169 thousand and $ 130 thousand of depreciation and amortization, respectively.

During the three months ended September 30, 2025 and 2024, the Company recognized $ 75 thousand and $ 65 thousand of depreciation and amortization, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recognized $ 243 thousand and $ 194 thousand of depreciation and amortization, respectively.

During the three and nine months ended September 30, 2025, the Company reduced the value of software development cost by $ 75 thousand and $ 129 thousand, respectively related to a non-monetary exchange with a third party and their use of our mission control software.

This software development cost was originally developed for internal use and has subsequently been licensed to a third party in a non-monetary transaction.

NOTE 8 – DEPOSITS

Deposits consist of the following at June 30, 2025 and December 31, 2024, in thousands:

June 30, 2025 December 31, 2024

Deposits consist of the following at September 30, 2025 and December 31, 2024, in thousands:

September 30, 2025 December 31, 2024

Deposits on aircraft $ 3,000 $ 36,000

3 unchanged sentences

Total deposits, non-current $ 65 $ 300

Below is a breakdown of the deposits on aircraft as of June 30, 2025 and December 31, 2024, in thousands:

Below is a breakdown of the deposits on aircraft as of September 30, 2025 and December 31, 2024, in thousands:

September 30,

2025 December 31,

8 unchanged sentences

The third Gulfstream G280 was delivered in April 2025.

The remaining one Gulfstream G280 is expected to be delivered in the fourth quarter of 2025.

The Company has fully funded an aggregate amount of $ 48.0 million in deposits towards the acquisition price of the four Gulfstream G 280 aircraft in accordance with the scheduled payment terms of the agreements as of June 30, 2025, and December 31, 2024, respectively.

The remaining Gulfstream G280 is expected to be delivered in the fourth quarter of 2025.

The Company fully funded an aggregate amount of $ 48.0 million in deposits towards the acquisition price of the four Gulfstream G280 aircraft in accordance with the scheduled payment terms of the agreements as of September 30, 2025, and December 31, 2024, respectively.

Upon delivery of the first Gulfstream G280 in the third quarter of 2024, $ 12.0 million of the deposits were applied toward the purchase price of the airplane.

Upon delivery of the second GulfStream G280, in January 2025, $ 12.0 million of the deposits were applied toward the purchase price of the airplane.

Additionally, in March 2025, GulfStream notified the Company that the fourth Gulfstream G280 would be delayed from the original timeline with delivery now expected in Q4 2025.

Additionally, in March 2025, GulfStream notified the Company that the fourth Gulfstream G280 would be delayed from the original timeline with delivery now expected in the fourth quarter of 2025.

In connection with the delivery delay, GulfStream agreed to return the deposit on the fourth Gulfstream G280 reducing the deposits by $ 9.0 million.

In April 2025, the third Gulfstream G280 was delivered and $ 12.0 million of the deposits were applied toward the purchase price of the airplane.

During the six months ended June 30, 2024, the Company funded $ 9.0 million pursuant to the terms of the executed purchase agreements, of which $ 9.0 million was funded through the SAC leasing G 280 line of credit further described in Note 11.

During the nine months ended September 30, 2024, the Company funded $ 9.0 million pursuant to the terms of the executed purchase agreements, of which $ 9.0 million was funded through the SAC Leasing G280 line of credit further described in Note 11.

NOTE 9 – PROMISSORY NOTE- RELATED PARTY

4 unchanged sentences

On April 1, 2024, the March 2023 note was paid in full.

Promissory note from related party was zero as of June 30, 2024, and December 31, 2024, respectively.

The Company incurred zero and zero thousand of interest on the March 2023 note during the three months ended June 30, 2025 and 2024, respectively.

The Company incurred zero and $ 23 thousand of interest expense during the six months ended June 30, 2025 and 2024, respectively.

Promissory note from related party was zero as of September 30, 2024, and December 31, 2024, respectively.

The Company incurred zero of interest on the March 2023 note during each of the three months ended September 30, 2025 and 2024.

The Company incurred zero and $ 23 thousand of interest expense during the nine months ended September 30, 2025 and 2024, respectively.

NOTE 10 – UNSECURED CONVERTIBLE NOTES

Unsecured convertible notes consisted of the following at June 30, 2025 and December 31, 2024, in thousands:

Unsecured convertible notes consisted of the following at September 30, 2025 and December 31, 2024, in thousands:

September 30,

2025 December 31,

1 unchanged sentence

Unsecured convertible note, 4 % coupon, due June 2026*

Unsecured convertible note, 4 % coupon, due July 2026**

Less current portion ( 3,066 ) ( 4,050 )

Total unsecured convertible note, long term $ — $ —

* Represents the Second Tranche Note (as described in Note 2 and this Note 10)

* Represents the Second Tranche Note (as described in this Note 10)

** Represents the Third Tranche Note (as described in this Note 10)

Unsecured convertible note due December 2025 - 2024 Convertible Note

During the year ended December 31, 2024, the Company entered into the Securities Purchas Agreement as described in Note 2 above pursuant to which the Company may issue a series of convertible notes for an aggregate principal not to exceed $ 36.0 million.

During the year ended December 31, 2024, the Company entered into the Securities Purchase Agreement as described in Note 2 above pursuant to which the Company may issue a series of convertible notes for an aggregate principal not to exceed $ 36.0 million.

During the year ended December 31, 2024, the Company issued a single convertible note in a principal amount of $ 4.5 million, (as defined above, the “2024 Convertible Note”) of which $ 4.1 million was funded as of December 31, 2024, representing an original issue discount of ten percent.

8 unchanged sentences

Immediately prior to the conversions, the Company remeasured the liability to its fair value as of the conversion date.

The Company recognized a gain of $ 223 thousand and a loss of $ 626 thousand related to the change in the fair value of the 2024 Convertible Note recorded in other income expense on the consolidated statements of operations for the three and six months ended June 30, 2025, respectively.

Unsecured convertible note due June 2026 - Second Tranche Note

In June 2025, the Company issued the Second Tranche Note in accordance with the terms of the Securities Purchase agreement in the principal amount of $ 1.5 million, for a purchase price of $ 1.4 million, representing an original issue discount of ten percent, which matures on June 13, 2026.

In June 2025, the Company issued a second convertible note (the “Second Tranche Note”) in accordance with the terms of the Securities Purchase Agreement in the principal amount of $ 1.5 million, for a purchase price of $ 1.4 million, representing an original issue discount of ten percent, which matures on June 13, 2026.

The Second Tranche Note was recorded at a fair value of $ 1.4 million.

The Company recorded a loss of $ 124 thousand on the change in fair value of the Second Tranche Note in the three and six months ended June 30, 2025.

The Company recorded a loss of $ 124 thousand on the change in fair value of the Second Tranche Note in the three months ended June 30, 2025.

In July 2025, $ 1.1 million of the outstanding principal and accrued interest of the Second Tranche Note was converted into 988,240 shares of the Company’s common stock.

Immediately prior to the conversions, the Company remeasured the liability to its fair value as of the conversion date.

The Company recorded a loss of $ 6 thousand related to the change in fair value as of the conversion date.

In August 2025, the remaining $ 0.4 million of the outstanding principal and accrued interest of the Second Tranche Note was converted into 344,242 shares of the Company’s common stock.

Immediately prior to the conversion, the Company remeasured the liability to its fair value at the conversion date.

The Company recorded a loss of $ 12 thousand related to the change in fair value as of the conversion date.

The Company recorded a loss of $ 18 thousand and $ 142 thousand for the three and nine months ended September 30, 2025.

Unsecured convertible note due July 2026 - Third Tranche Note

In July 2025, the Company issued a third convertible note, (the “Third Tranche Note”), in accordance with the terms of the Securities Purchase Agreement, in the principal amount of $ 3.0 million, for a purchase price of $ 2.7 million, representing an original issue discount of 10 %, which matures on July 21, 2026.

The Third Tranche Note was recorded at an initial fair value of $ 2.9 million.

The Company recorded a loss of $ 366 thousand on the change in fair value of the Third Tranche Note in the three and nine months ended September 30, 2025.

NOTE 11 – CREDIT FACILITY AND OTHER LOANS

Credit facility and other loans consisted of the following at June 30, 2025 and December 31, 2024, in thousands:

Credit facility and other loans consisted of the following at September 30, 2025 and December 31, 2024, in thousands:

September 30,

2025 December 31,

10 unchanged sentences

During the year ended December 31, 2024, the Company funded an additional $ 9.0 million through the SAC Leasing G280 credit facility.

During the six months ended June 30, 2025, the Company decreased its SAC leasing G280 line of credit by $ 28.0 million which was a combination of a repayment in the amount of $ 10.5 million, with the sale of the second G280 in February 2025 and the deposit release and corresponding pay down of the G280 line of credit of $ 9.0 million with the delay of the fourth G280 until Q4 2025.

During the nine months ended September 30, 2025, the Company decreased its SAC leasing G280 line of credit by $ 28.0 million which was a combination of a repayment in the amount of $ 10.5 million, with the sale of the second G280 in February 2025 and the deposit release and corresponding pay down of the G280 line of credit of $ 9.0 million with the delay of the fourth G280 until Q4 2025.

In April 2025, the Company repaid the remaining $ 8.5 million, terminating the credit facility with SAC Leasing G280.

The line of credit balance was zero as of June 30, 2025.

The Company incurred zero and $ 68 thousand of incremental closing costs, which are reported as debt discount against the liability in the consolidated balance sheets as of June 30, 2025, and December 31, 2024, respectively.

During the three months ended June 30, 2025 and 2024, the Company amortized to interest expense $ 185 thousand and $ 45 thousand of debt discount, respectively.

During the six months ended June 30, 2025 and 2024, the Company amortized to interest expense $ 247 thousand and $ 92 thousand of debt discount, respectively.

During the three months ended June 30, 2025 and 2024, the Company incurred approximately zero and $ 1.2 million of interest under this facility, respectively.

During the six months ended June 30, 2025 and 2024, the Company incurred $ 641 thousand and $ 2.3 million of interest, respectively.

The line of credit balance was zero as of September 30, 2025.

The Company incurred zero and $ 68 thousand of incremental closing costs, which are reported as debt discount against the liability in the consolidated balance sheets as of September 30, 2025, and December 31, 2024, respectively.

During the three months ended September 30, 2025 and 2024, the Company amortized to interest expense zero and $ 45 thousand of debt discount, respectively.

During the nine months ended September 30, 2025 and 2024, the Company amortized to interest expense $ 247 thousand and $ 137 thousand of debt discount, respectively.

During the three months ended September 30, 2025 and 2024, the Company incurred approximately zero and $ 1.0 million of interest under this facility, respectively.

During the nine months ended September 30, 2025 and 2024, the Company incurred $ 641 thousand and $ 3.3 million of interest, respectively.

In connection with the purchase and sale of the second G280, the Company entered into a financing agreement with OgaraJets.

9 unchanged sentences

The Loan bore interest at an annual percentage rate of 165 % and matured on January 28, 2025, with principal and interest payments made weekly.

The Company incurred financing fees of $ 200 thousand, which were recorded as a direct discount to the debt and are being amortized over the term of the Loan.

The Company amortized zero and zero of financing fees in the three months ended June 30, 2025 and 2024, respectively and $ 36 thousand and zero in the six months ended June 30, 2025 and 2024, respectively.

The Company recorded $ 107 thousand of interest expense related to the Loan in the six months ended June 30, 2025.

The Company incurred financing fees of $ 200 thousand, which were recorded as a direct discount to the debt and were being amortized over the term of the Loan.

The Company amortized zero and $ 64 thousand of financing fees in the three months ended September 30, 2025 and 2024, respectively and $ 36 thousand and $ 64 thousand in the nine months ended September 30, 2025 and 2024, respectively.

The Company recorded $ 107 thousand and $ 894 thousand of interest expense related to the Loan in the nine months ended September 30, 2025 and 2024, respectively.

In November 2024, the Company entered into an agreement with a third party to settle outstanding payables owed by the Company to designated vendors in exchange for a settlement amount in shares of common stock.

5 unchanged sentences

Liotta Family Office, LLC (“LFO”) is owned 20 % by the Company’s Chief Executive Officer (“CEO”), 60 % owned by the father of the Company’s Chief Executive Officer, and 20 % by the brother of the CEO.

LFO currently owns 74,372 Shares of the Company’s issued and outstanding common stock which represents 1.6 % of the Company’s issued and outstanding Common Stock as of June 30, 2025.

During the year ended December 31, 2023, LFO entered into an unsecured promissory note for a total amount of $ 1.0 million (Note 9).

The Company incurred approximately $ 23 thousand of interest during the six months ended June 30, 2024.

LFO currently owns 74,372 Shares of the Company’s issued and outstanding common stock which represents 1 % of the Company’s issued and outstanding Common Stock as of September 30, 2025.

During the year ended December 31, 2023, LFO entered into an unsecured promissory note for a total amount of $ 1.0 million (see Note 9).

The Company incurred approximately $ 23 thousand of interest during the nine months ended September 30, 2024.

In April 2024, the promissory note and interest was paid in full.

The Company facilitated the formation of limited liability companies (“Plane Co’s”), which are then funded by third party members prior to the sale and delivery of an aircraft purchased from Honda Aircraft that entered into the Company’s fractional program.

The Company historically facilitated the formation of limited liability companies (“Plane Co’s”), which were then funded by third party members prior to the sale and delivery of an aircraft purchased from Honda Aircraft that entered into the Company’s fractional program.

In October 2024, as part of the agreement with flyExclusive, Volato sold all of its interest in the Plane Co’s to flyExclusive.

The aggregate amount of revenue included in loss from discontinued operations generated from Plane Co’s totaled zero and $ 1.1 million for the three months ended June 30, 2025 and 2024, respectively.

The aggregate amount of revenue included in loss from discontinued operations generated from Plane Co’s totaled zero and $ 2.3 million for the six months ended June 30, 2025 and 2024, respectively.

Expenses charged to the Company by Plane Co’s and included in loss from discontinued operations, totaled zero and $ 1.0 million for the three months ended June 30, 2025 and 2024, respectively.

Expenses charged to the Company by Plane Co’s and included in loss from discontinued operations, totaled zero and $ 2.2 million for the six months ended June 30, 2025 and 2024, respectively.

Balance due to Plane Co’s amounted to zero and $ 4 thousand as of June 30, 2025 and December 31, 2024, respectively.

The aggregate amount of revenue included in loss from discontinued operations generated from Plane Co’s totaled zero and $ 0.8 million for the three months ended September 30, 2025 and 2024, respectively.

The aggregate amount of revenue included in loss from discontinued operations generated from Plane Co’s totaled zero and $ 3.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Expenses charged to the Company by Plane Co’s and included in loss from discontinued operations, totaled zero and $ 0.9 million for the three months ended September 30, 2025 and 2024, respectively.

Expenses charged to the Company by Plane Co’s and included in loss from discontinued operations, totaled zero and $ 2.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Balance due to Plane Co’s amounted to zero and $ 4 thousand as of September 30, 2025 and December 31, 2024, respectively.

NOTE 13 – INCOME TAXES

Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits that would impact the consolidated financial statements or related disclosures.

The effective tax rate was 3.00 % and zero percent for the three and six months ended June 30, 2025, respectively.

The effective tax rate was zero percent for the three and six months ended June 30, 2024, respectively.

Our effective tax rate for the three and six months ended June 30, 2025 differs from the federal statutory rate of 21% and was a result of the valuation allowance on the deferred tax benefit due to the disposition of GC Aviation, Inc.

and the Part 135 FAA Certificate intangible asset.

NOTE 14 – SHAREHOLDERS’ DEFICIT

The effective tax rate was 4 % and 2.5 % for the three and nine months ended September 30, 2025, respectively.

The effective tax rate was zero percent for the three and nine months ended September 30, 2024, respectively.

Our effective tax rate for the three and nine months ended September 30, 2025 differs from the federal statutory rate of 21% and was a result of the valuation allowance on the deferred tax benefit .

NOTE 14 – SHAREHOLDERS’ EQUITY (DEFICIT)

On October 28, 2024, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares to 201,000,000 shares consisting of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock.

3 unchanged sentences

Preferred Stock

No shares of preferred stock have been issued as of June 30, 2025 and December 31, 2024.

No shares of preferred stock have been issued as of September 30, 2025 and December 31, 2024.

Stock Options - Equity Incentive Plans

Summary of the 2025 Plan

The 2025 Stock Incentive Plan (the “2025 Plan”) was approved at the annual meeting of the shareholders of the Company on July 21, 2025.

The 2025 Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock- and cash-based awards.

The Company has reserved a pool of shares of common stock for issuance pursuant to awards under the 2025 Plan equal to 415,584 shares.

As of September 30, 2025 the Company had 220,838 shares a vailable for issuance.

Summary of the 2023 Plan

The 2023 Stock Incentive Plan (the “2023 Plan”) was approved at the special meeting of the shareholders of the Company on November 28, 2023.

1 unchanged sentence

The Company has reserved a pool of shares of common stock for issuance pursuant to awards under the 2023 Plan equal to 224,348 shares.

As of June 30, 2025 the Company had 74,685 shares a vailable for issuance.

As of September 30, 2025 the Company had 21,855 shares available for issuance.

Stock option activity for the periods presented is as follows:

5 unchanged sentences

Exercised — —

Outstanding as of June 30, 2025 17,857 $ 5.52 6.9

Exercisable as of June 30, 2025 16,121 $ 4.69

Outstanding as of September 30, 2025 17,766 $ 5.57 6.7

Exercisable as of September 30, 2025 16,144 $ 4.81

The Black-Scholes option pricing model is used by the Company to determine the weighted-average fair value of share-based payments.

The Company recognizes forfeitures as they occur.

There were no stock options granted in the three and six months ended June 30, 2025.

There were no stock options granted in the three and nine months ended September 30, 2025.

Restricted Stock

5 unchanged sentences

Forfeited — —

Outstanding as of June 30, 2025 15,706 $ 13.16

Stock based compensation expense was $ 557 thousand and $ 185 thousand for the three months ended June 30, 2025 and 2024, respectively.

Stock based compensation expense was $ 603 thousand and $ 268 thousand for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there were 552,000 public warrants and 609,195 private placement warrants issued and outstanding.

Outstanding as of September 30, 2025 47,323 $ 4.87

Stock based compensation expense was $ 1 thousand and negative $ 199 thousand for the three months ended September 30, 2025 and 2024, respectively.

Stock based compensation expense was $ 604 thousand and $ 69 thousand for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there were 552,000 public warrants and 609,195 private placement warrants issued and outstanding.

Private placement warrants

2 unchanged sentences

Such private placement warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are not redeemable by the Company.

The private placement warrants are all exercisable as of June 30, 2025.

There was no activity during the three and six months ended June 30, 2025.

The private placement warrants are all exercisable as of September 30, 2025.

There was no activity during the three and nine months ended September 30, 2025.

Public warrants

3 unchanged sentences

A majority of the shares were redeemed before the December 2023 merger transaction, but the warrants remain.

As a result, there are 552,000 public warrants outstanding as of June 30, 2025.

As a result, there are 552,000 public warrants outstanding as of September 30, 2025.

The public warrants became exercisable on the later of (a) 30 days after the completion of a business combination and (b) 12 months from the closing of the IPO.

1 unchanged sentence

The public and private warrants expire on December 1, 2028.

The public warrants are all exercisable as of June 30, 2025.

There was no activity during the three and six months ended June 30, 2025.

The public warrants are all exercisable as of September 30, 2025.

There was no activity during the three and nine months ended September 30, 2025.

NOTE 15 – COMMITMENT AND CONTINGENCIES

Gulfstream Aerospace, LP

During the year ended December 31, 2022, the Company executed a series of purchase agreements with Gulfstream Aerospace, LP for the acquisition of four ( 4 ) Gulfstream G-280 aircraft for total consideration of $ 79.0 million and with expected deliveries in 2024 through 2025, for which the Company made prepayments totaling $ 48.0 million and $ 45.0 million as of June 30, 2025, and June 30, 2024, respectively.

During the year ended December 31, 2022, the Company executed a series of purchase agreements with Gulfstream Aerospace, LP for the acquisition of four ( 4 ) Gulfstream G280 aircraft for total consideration of $ 79.0 million and with expected deliveries in 2024 through 2025, for which the Company made prepayments totaling $ 48.0 million and $ 48.0 million as of September 30, 2025, and September 30, 2024, respectively.

The $ 48.0 million is non-refundable, except in some specific circumstances, and would serve as consideration for liquidated damages of $ 3.0 million per aircraft should the purchase agreement be terminated by the Company.

3 unchanged sentences

In April 2025, the third Gulfstream G280 was delivered and $ 12.0 million of the deposits were applied toward the purchase price of the airplane.

Future minimum payments under the purchase agreements with Gulfstream Aerospace, LP at June 30, 2025, are as follows, in thousands:

Future minimum payments under the purchase agreements with Gulfstream Aerospace, LP at September 30, 2025, are as follows, in thousands:

2025 $ 18,038

2 unchanged sentences

In April 2025, the Company paid the remaining balance and terminated the credit facility.

The remaining balance to be funded by SAC Leasing G280 LLC is zero as of June 30, 2025.

The remaining balance to be funded by SAC Leasing G280 LLC is zero as of September 30, 2025.

Operating Leases

9 unchanged sentences

Lease expense is recognized on a straight-line basis over the lease term.

Lease expense related to this lease consisting of fixed and variable lease costs was zero and $ 117 thousand for the three months ended June 30, 2025 and 2024, respectively.

Lease expense was zero and $ 234 thousand for the six months ended June 30, 2025 and 2024, respectively.

Lease expense related to this lease consisting of fixed and variable lease costs was zero and $ 78 thousand for the three months ended September 30, 2025 and 2024, respectively.

Lease expense was zero and $ 312 thousand for the nine months ended September 30, 2025 and 2024, respectively.

Additionally, the Company leases other aircraft under operating leases with remaining terms ranging from one to five years .

6 unchanged sentences

The Company recognizes short-term lease costs on a straight-line basis over the lease term and accrues the difference each period between the amount expensed and the amount paid.

Variable lease costs associated with the aircraft operating leases were zero and $ 3.0 million for the three months ended June 30, 2025, and 2024, respectively.

Variable lease costs associated with the aircraft operating leases were zero and $ 5.7 million for the six months ended June 30, 2025 and 2024, respectively.

Short-term lease costs on the aircraft leases were zero and $ 141 thousand for the three months ended June 30, 2025, and 2024, respectively.

Short-term lease costs on the aircraft leases were zero and $ 156 thousand for the six months ended June 30, 2025 and 2024, respectively.

Variable lease costs associated with the aircraft operating leases were zero and $ 1.9 million for the three months ended September 30, 2025, and 2024, respectively.

Variable lease costs associated with the aircraft operating leases were zero and $ 7.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Short-term lease costs on the aircraft leases were zero and $ 40 thousand for the three months ended September 30, 2025, and 2024, respectively.

Short-term lease costs on the aircraft leases were zero and $ 196 thousand for the nine months ended September 30, 2025 and 2024, respectively.

As of December 31, 2024, the Company had terminated all the aircraft leases as part of the flyExclusive agreement.

5 unchanged sentences

The Company has made a policy election to not separate lease and non-lease components for these facility leases.

Short-term lease costs related to these leases were zero and $ 18 thousand for the three months ended June 30, 2025, and 2024, respectively.

Short term lease costs related to these leases were $ 3 thousand and $ 36 thousand for the six months ended June 30, 2025 and 2024, respectively.

Short-term lease costs related to these leases were zero and $ 21 thousand for the three months ended September 30, 2025, and 2024, respectively.

Short term lease costs related to these leases were $ 3 thousand and $ 57 thousand for the nine months ended September 30, 2025 and 2024, respectively.

In January 2024, the Company began leasing space for aircraft with a term of 5 years with fixed lease payments.

2 unchanged sentences

Customer Deposits and Deferred Revenue

Customer deposits and deferred revenue consisted of deposits from customers for the purchase of aircraft of $ 5.6 million and $ 10.7 million as of June 30, 2025 and December 31, 2024, respectively, as well as deferred revenue of $ 1.1 million and $ 696 thousand as of June 30, 2025 and December 31, 2024, respectively.

Customer deposits and deferred revenue consisted of deposits from customers for the purchase of aircraft of $ 0.1 million and $ 10.7 million as of September 30, 2025 and December 31, 2024, respectively, as well as deferred revenue of $ 1.8 million and $ 696 thousand as of September 30, 2025 and December 31, 2024, respectively.

Legal Contingencies

23 unchanged sentences

The components of segment profit or loss were as follows:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

(Gain) Loss on fair value adjustment of financial instruments 539 — 1,289 2,982

Interest Expense 1,229 1,230 3,629 2,368

Interest income (expense), net ( 27 ) 3,234 3,602 5,603

5,679 56 9,990 214

1 unchanged sentence

(1) Includes amounts for depreciation and amortization expense.

(2) Other includes gains of $ 3.1 million and $ 4.3 million for settlements of deposits and other liabilities at a discount for the three and six months ended June 30, 2025, respectively.

(2) Other includes gains of $ 5.7 million and $ 10.0 million for settlements of deposits and other liabilities at a discount for the three and nine months ended September 30, 2025, respectively.

NOTE 17 – BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except share and per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Weighted-average common shares outstanding, basic 5,039,340 1,180,562 4,303,537 1,177,853

options and restricted stock units — — 3,637 —

2024 convertible note and second tranche note on as-converted basis 939,422 — 730,631 —

1 unchanged sentence

The following securities were excluded due to their anti-dilution effect on net loss per share attributable to common stockholders recorded in each of the periods:

As of June 30,

As of September 30,

Warrants to purchase common stock 1,161,195 1,161,195

3 unchanged sentences

NOTE 18 – SUBSEQUENT EVENTS

On July 21, 2025, pursuant to the Securities Purchase Agreement the Company issued a third tranche convertible note (in the principal amount of $ 3.0 million, for a purchase price of $ 2.7 million, representing an original issue discount of 10 %, which note matures on July 21, 2026.

On July 29, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization with M2i Global (“M2i”), pursuant to which a subsidiary formed by the Company for purposes of effecting the transaction will merge with M2i, with M2i surviving the merger as a wholly-owned subsidiary of Volato (the “Merger”).

The Merger is subject to approval by the Company’s stockholders and other customary closing conditions.

On October 16, 2025, pursuant to the Securities Purchase Agreement the Company issued a fourth tranche convertible note in the principal amount of $ 2.2 million for a purchase price of $ 2.0 million, representing an original issue discount of ten percent ( 10 %), and matures on October 16, 2026.

On October 1, 2025, the Company entered into a Fourth Amendment (the “Amendment”) to Aircraft Management Services Agreement (as amended the “Agreement”) with flyExclusive to bring the Agreement in line with Company’s anticipated shift in operations, new business directives, and to better accommodate the proposed Merger with M2i.

The Amendment (i) modifies the term of the Agreement;

(ii) grants flyExclusive, subject to certain terms and conditions, the right to purchase certain aviation-related assets from the Company and assume certain obligations of the Company (the “flyExclusive Asset Option”);

(iii) grants the Company, subject to certain terms and conditions, the right to sell certain aviation-related assets to flyExclusive and assign certain obligations of the Company to flyExclusive (the “Company Asset Option,” and collectively with the flyExclusive Asset Option, the “Asset Options”);

(iv) adds the obligation for flyExclusive to pay the Company $ 100,000 upon execution of the Amendment as settlement of net payables owed by flyExclusive to the Company under the terms of the Agreement (the “Net Payables Obligation”);

and (v) modifies the material terms of flyExclusive’s right to cause the Company to merge with and into a wholly owned subsidiary of flyExclusive (the “flyExclusive Merger Option”), including that the flyExclusive Merger Option is to be only exercisable in the event that the Company and M2i terminate the Merger Agreement.

The purchase price for the Asset Options and the Net Payables Obligations may be paid by flyExclusive in cash or shares of flyExclusive Class A common stock, at the sole discretion of flyExclusive.

flyExclusive elected to pay the Net Payables Obligation by issuing the Company 20,576 shares of Class A common stock upon the receipt of all necessary approvals and conditions.

As consideration for the execution of the Amendment, flyExclusive agreed to pay $ 2,000,000 to the Company, in cash or shares of flyExclusive Class A common stock, in exchange for the right to receive either (i) the net proceeds that the Company receives from the sale of a certain G280 aircraft, which is expected to be delivered to the Company pursuant to an existing agreement (the “G280 Agreement”) with Gulfstream Aerospace Corporation (“Gulfstream”), or (ii) if, and only if, Gulfstream provides written consent, assignment of the G280 Agreement from the Company to flyExclusive subject to the execution of an asset purchase agreement relating solely to the transfer of the G280 Agreement.

flyExclusive has elected to pay all of the $ 2,000,000 in shares of its Class A common stock and will issue an aggregate of 411,523 shares of its Class A common stock to the Company upon the receipt of all necessary approvals and conditions.

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.

What changed 10-Q

Item 1. Financial Statements