Item 1A. Risk Factors
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 “2024 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 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:
• Neither Volato nor M2i can be sure if or when the Merger will be completed.
• The closing is subject to approval by the Volato stockholders and the M2i stockholders. Failure to obtain these approvals would prevent the closing.
• 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.
• The Merger may be completed even though certain events occur prior to the closing that materially and adversely affect Volato or M2i.
• 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.
• 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.
• 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.
• If the Merger is not completed, the Volato Board may decide to pursue a dissolution and liquidation of Volato. 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.
• 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.
• Volato or M2i may waive one or more of the closing conditions without re-soliciting stockholder approval.
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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. 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 2024 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.
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