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 “2024 Form 10-K”) we identify certain risks and uncertainties to which the Company and its business is subject.
−Removed: 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”).
+Added: 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 the Merger Agreement with Merger Sub and M2i, pursuant to which Merger Sub will merge with and into M2i, with M2i surviving the Merger as a wholly-owned subsidiary of Volato.
In addition, the risk factors identified in our 2024 Form 10-K, the potential Merger gives rise to additional factors including:
−Removed: • the risk that the Merger may not be completed on the anticipated timeline or at all;
−Removed: • 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;
−Removed: 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;
−Removed: • the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement;
−Removed: • the effect of the announcement or pendency of the Merger on the Company’s business relationships, operating results and business generally;
−Removed: • risks that the pendency of the Merger disrupts the Company’s current plans and operations;
−Removed: • 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;
−Removed: • risks related to diverting management’s or employees’ attention during the pendency of the Merger from the Company’s ongoing business operations;
−Removed: • the amount of costs, fees, charges or expenses resulting from the Merger;
−Removed: • the nature, cost and outcome of potential litigation relating to the Merger;
−Removed: • risks that the benefits of the Merger are not realized when or as expected;
−Removed: • 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);
−Removed: • the possibility that the Company could, following the Merger, engage in operational or other changes that could result in meaningful appreciation in its value;
−Removed: • the fact that, under the terms of the Merger Agreement, the Company is restrained from soliciting other acquisition proposals;
−Removed: • 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.
−Removed: 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.
+Added: • Neither Volato nor M2i can be sure if or when the Merger will be completed.
+Added: • The closing is subject to approval by the Volato stockholders and the M2i stockholders.
+Added: Failure to obtain these approvals would prevent the closing.
+Added: • Volato stockholders will experience significant ownership and voting power dilution in connection with the Merger and may not realize a benefit from the Merger commensurate with that dilution.
+Added: • The Merger may be completed even though certain events occur prior to the closing that materially and adversely affect Volato or M2i.
+Added: • The officers and directors of Volato and M2i have interests in the Merger that may be different from or in addition to, the interests of Volato and M2i stockholders generally.
+Added: • Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.
+Added: • The market price of Volato Common Stock may decline and the value of M2i’s securities may be adversely affected as a result of the announcement and pendency of the Merger.
+Added: • If the Merger is not completed, the Volato Board may decide to pursue a dissolution and liquidation of Volato.
+Added: In such an event, the amount of cash available for distribution to its stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.
+Added: • Litigation relating to the Merger could require Volato or M2i to incur significant costs and suffer management distraction and could delay or enjoin the Merger.
+Added: • Volato or M2i may waive one or more of the closing conditions without re-soliciting stockholder approval.
+Added: Otherwise, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s 2024 Form 10-K.
Investors should review the risks provided in the 2024 Form 10-K prior to making an investment in the Company.
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