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Current Report · Items 5.07, 7.01, 9.01 · 8-K

Volato Group, Inc.

SOARNYSE_AMERICANEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 5.07 Submission of Matters to a Vote of Security Holders A special meeting of stockholders (the “Special Meeting”) of Volato Group, Inc. (the “Company”) was held in a virtual-only format on May 7, 2026 at 9:00 a.m., Eastern Time, via live webcast.…

Filed May 11, 2026Accepted May 11, 2026, 5:31 PM EDTCIK 1853070Accession 0001493152-26-022304
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Company context

The Company initially operated under the name Aerago, Inc., which was formed on January 7, 2021, in the State of Georgia. On August 31, 2021, Aerago, Inc. filed an amendment to its Articles of Incorporation to change its name to Volato, Inc. On December 1, 2023, the Company consummated a business combination transaction (the “Business Combination”) pursuant to a business combination agreement (the “Business Combination Agreement”), dated August 1, 2023 between the Company, PACI Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Volato, Inc. Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Volato, Inc., with Volato, Inc. surviving the merger as a wholly-owned subsidiary of the Company. In connection with the consummation of the Business Combination, the Company changed its name from “PROOF Acquisition Corp I” to “Volato Group, Inc.”

Current securities

Historical securities (3)

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 21, 2026
  2. Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearSep 11, 2026
  3. Entry into a Material Definitive AgreementSep 4, 2026
  4. Entry into a Material Definitive Agreement · Regulation FD DisclosureAug 28, 2026
  5. 10-Q filingAug 14, 2026

Disclosure sections

Items 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders A special meeting of stockholders (the “Special Meeting”) of Volato Group, Inc. (the “Company”) was held in a virtual-only format on May 7, 2026 at 9:00 a.m., Eastern Time, via live webcast. Proxies were solicited pursuant to the Company’s proxy statement filed on April 13, 2026 (the “Proxy Statement”) with the United States Securities and Exchange Commission (“SEC”) under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of April 17, 2026, the record date for the Special Meeting, the number of shares of common stock outstanding and entitled to vote at the Special Meeting was 38,903,163. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 15,140,570, representing approximately 38.92% of the total number of shares of common stock entitled to vote at the Special Meeting, which constituted a quorum to conduct business. Each share of common stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Special Meeting. Set forth below are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Proxy Statement. Proposal 1 - The Merger Proposal A proposal to (i) approve and adopt the Merger Agreement between Volato, Merger Sub, and M2i Global, pursuant to which, among other things, Merger Sub will merge with and into M2i Global, with M2i Global surviving as a wholly owned subsidiary of Volato, and (ii) approve the transactions contemplated by the Merger Agreement, including the Merger. A copy of the Merger Agreement was attached to the Proxy Statement as Annex A. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES ─────────────────────────────────────────────────────── 13,053,706 158,282 8,614 1,919,968 Proposal 2 - The Stock Issuance Proposal A proposal to approve, for the purpose of complying with the NYSE American LLC Company Guide Sections 712(b) and 713(b), the issuance of 20% or more of the issued and outstanding shares of Volato Common Stock as Merger Consideration pursuant to the Merger Agreement, which will result in a change of control of Volato. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES ─────────────────────────────────────────────────────── 12,968,426 227,255 24,921 1,919,968 Proposal 3 - The Election of Directors Proposal A proposal to approve the election of seven directors to serve staggered terms on the Combined Company’s board of directors. Each director nominee was approved and the final voting results were as follows: DIRECTOR FOR AGAINST ABSTAIN BROKER NON VOTES ──────────────────────────────────────────────────────────────────────────────────────────── Matt 12,963,796 9,012 247,794 1,919,968 Liotta Alan 12,971,776 0 248,826 1,919,968 Gaines Douglas 12,971,555 0 249,047 1,919,968 MacLellan Michael 12,974,677 0 245,925 1,919,968 Sander Major 12,977,757 0 242,845 1,919,968 General (Ret.). Alberto Rosende Douglas 12,968,220 0 252,382 1,919,968 Cole Anthony 12,968,223 0 252,379 1,919,968 Short Proposal 4 - The Name Change Proposal A proposal to approve an amendment to Volato’s Second Amended and Restated Certificate of Incorporation, which will effect a change in the Company’s name from “Volato Group, Inc.” to “M2i Global, Inc.”. A copy of the proposed name change amendment was attached to the Proxy Statement as Annex B. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES ─────────────────────────────────────────────────────── 14,968,822 157,378 14,370 0 Proposal 5 - The Stock Incentive Plan Proposal A proposal to approve the M2i Global, Inc. 2026 Stock Incentive Plan. A copy of the M2i Global, Inc. 2026 Stock Incentive Plan was attached to the Proxy Statement as Annex C. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES ─────────────────────────────────────────────────────── 12,829,822 364,186 26,594 1,919,968 Proposal 6 - The Reverse Stock Split Proposal A proposal to grant the Volato Board the discretion to amend Volato’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than one-for-two and not greater than one-for-twenty five, with the exact ratio to be set within that range at the discretion of the Volato Board without further approval or authorization of the Volato stockholders. A copy of the proposed reverse stock split amendment was attached to the Proxy Statement as Annex D. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES ─────────────────────────────────────────────────────── 14,405,224 603,495 131,851 0 The Adjournment Proposal described in the Proxy Statement was not presented at the Special Meeting because there were sufficient votes at the time of the Special Meeting to approve the adoption of the proposals described above. No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting. Based on the final results of the Special Meeting, the Merger is expected to be consummated, subject to the satisfaction or waiver of certain closing conditions as described in the Merger Agreement and the Proxy Statement.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On May 7, 2026, the Company issued a press release announcing the preliminary results of the Special Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,” “will,” “should,” “goal,” “could” or “may” or other similar expressions. Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events, or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent reports filed with the SEC, and other factors that the Company may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. Additional Information about the Proposed Transaction and Where to Find It This communication relates to a potential transaction (the “Transaction”) involving M2i Global and Volato. Volato filed with the SEC a Current Report on Form 8-K with respect to the execution of the definitive agreement and a Registration Statement on Form S-4 (File No. 333-292132) (as amended, the “Registration Statement”), which was declared effective on April 10, 2026 and includes a definitive proxy statement/prospectus. Volato may file other relevant materials with the SEC in connection with the potential Transaction. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Volato or M2i Global has filed or will file with the SEC or send to its shareholders or investors in connection with the potential Transaction. VOLATO’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY VOLATO WITH THE SEC IN CONNECTION WITH THE POTENTIAL TRANSACTION, OR INCORPORATED BY REFERENCE THEREIN, IN THEIR ENTIRETY. Copies of the Registration Statement, the definitive proxy statement/prospectus, and all other relevant materials for the potential Transaction filed, or that will be filed, with the SEC may be obtained, when available, free of charge at the SEC’s website at www.sec.gov. No Offer or Solicitation This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the potential Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed Transaction is expected to be implemented solely pursuant to the legally binding definitive agreement which was filed as an exhibit to the Current Report on Form 8-K filed by Volato with the SEC on July 29, 2025, and which contains the material terms and conditions of the proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Item 9.01. Financial Statements and Exhibits. Exhibit Description No. ───────────────────────────────────────────────────────────────────────────────────── 99.1 Press Release dated May 7, 2026. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm

EX-99.1 2 ex99-1.htm EX-99.1 Exhibit 99.1 Volato Group Shareholders Approve Merger with M2i Global Advances Path to Enter the $400 Billion Critical Minerals Market, with Closing Expected by the End of the Second Quarter of 2026. ATLANTA, GA - May 7, 2026 - Volato Group, Inc. (NYSE American: SOAR) (the “Company” or “Volato”) today announced voting results indicate that the shareholders have approved the previously announced merger with M2i Global, Inc. (“M2i Global”)(OTCQB: MTWO) with 99% of the shares of common stock present or represented by valid proxy at the special meeting voting in favor of the merger. This marks a significant milestone toward closing the transaction and advancing Volato’s strategic expansion into the critical minerals sector. The number of shares of common stock present or represented by valid proxy at the special meeting was 15.1 million, representing approximately 40% of the total number of shares of common stock entitled to vote. Management believes that the approval reflects strong shareholder alignment with the Company’s strategic direction and long-term growth plans. Final voting results will be reported in a Form 8-K filed with the Securities a…

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