Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-022304

Filed: 2026-05-11

Period: 2026-05-07

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported):

May 7, 2026

VOLATO

GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41104

86-2707040

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1954

Airport Road, Suite 124

Chamblee,

GA 30341

(Address

of principal executive offices) (zip code)

844-399-8998

Registrant’s

telephone number, including area code

(former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock

SOAR

NYSE

American LLC

Warrants,

each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50

SOARW

OTC

Markets Group, Inc.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.07 Submission of Matters to a Vote of Security Holders

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

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

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

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

Liotta

12,963,796

9,012

247,794

1,919,968

Alan

Gaines

12,971,776

248,826

1,919,968

Douglas

MacLellan

12,971,555

249,047

1,919,968

Michael

Sander

12,974,677

245,925

1,919,968

Major

General (Ret.). Alberto Rosende

12,977,757

242,845

1,919,968

Douglas

Cole

12,968,220

252,382

1,919,968

Anthony

Short

12,968,223

252,379

1,919,968

Proposal

4 - The Name Change Proposal

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

Proposal

5 - The Stock Incentive Plan Proposal

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

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

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

7.01 Regulation FD Disclosure

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.

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

No.

Description

99.1

Press Release dated May 7, 2026.

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

May 11, 2026

Volato

Group, Inc.

By:

/s/

Mark Heinen

Name:

Mark

Heinen

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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 and Exchange commission in the next 4 business days. The merger

is currently expected to close by the end of the second quarter of 2026, subject to the satisfaction (or waiver) of remaining customary

closing conditions.

Transaction

Overview

Under

the terms of the merger agreement, M2i Global will merge with a wholly owned subsidiary of Volato, with M2i Global continuing as the

surviving entity and a wholly owned subsidiary of Volato. Upon completion of the transaction, existing M2i Global shareholders are expected

to own approximately 85% of the combined company, while Volato shareholders are expected to own approximately 15%, on a fully diluted

basis (excluding shares underlying warrants).

The

combined company is expected to leverage M2i Global’s capabilities across mining, refining, and recycling of critical minerals

alongside Volato’s expertise in software, data systems, and operational execution, creating a scalable, technology-enabled platform

focused on strengthening domestic supply chains.

Strategic

Significance

This

transaction will mark Volato’s entry into the critical minerals market—a sector that reached $400 billion in 2025—and

will position the combined company to support resilient supply chains essential to U.S. national security and advanced technologies.

Management

Commentary

“We

believe today’s shareholder vote is a strong endorsement of the strategic rationale for combining Volato with M2i Global,”

said Mark Heinen, Chief Financial Officer of Volato. “With shareholder approval secured, our team is focused on completing the

remaining closing steps and positioning the combined company to execute in the critical minerals market.”

“The

critical minerals market is large, growing, and strategically important—and it is foundational to U.S. industrial strength and

national security,” said Major General (Ret.) Alberto C. Rosende, Chief Executive Officer of M2i Global. “We believe this

merger positions the combined company to pursue opportunities across the value chain while helping build a more resilient domestic supply

chain, and we appreciate the strong support from Volato’s shareholders.”

About

Volato

Group, Inc. (NYSE American: SOAR) is a technology company focused on building scalable software and data solutions that improve the reliability

and intelligence of high-stakes business decisions. The Company’s existing Parslee Document Intelligence platform enhances the

performance of leading large language models (LLMs) by adding deterministic structure and auditability to complex documents such as contracts

and SEC filings. Through its proposed merger with M2i Global, Volato is expanding into the critical minerals sector—leveraging

its software expertise to bring greater transparency, traceability, and operational intelligence to supply chains essential for U.S.

national security and advanced technologies. For more information visit www.flyvolato.com.

About

M2i Global

M2i

Global, Inc. integrates people, technology, and solutions from across sectors to ensure access to critical minerals and metals for national

defense and economic security. M2i Global aims to establish a critical minerals reserve, creating a resilient supply chain that addresses

the global shortage of essential minerals and metals. For more information, please visit: www.m2i.global.

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.

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.

Forward

Looking Statements

This

press release 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, Volato 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 Volato’s control, that are described in Volato’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 Volato 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.

For

Investors:

investors@flyvolato.com

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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