Volato Group, Inc.

Previous wording

On July 28, 2025, the Company 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. The Merger is subject to approval by the Company’s stockholders and various other customary closing conditions. M2i’s business focuses on providing its partners with access to turnkey solutions, facilitating expanded business opportunities, securing offtake agreements, influencing strategic government policy, and engaging with aligned organizations and laboratories. M2i specializes in the development and execution of a complete global value supply chain for critical minerals, including the creation of a private critical minerals reserve. Upon consummation of the Merger it is currently expected that M2i’s stockholders will own approximately 85% of the combined company.

Current wording

On July 28, 2025, the Company 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. The Merger is subject to approval by the Company’s stockholders and various other customary closing conditions. On June 4, 2026, the Company delivered written notice to M2i terminating the Merger Agreement and abandoning the transactions contemplated thereby.

Previous wording

On December 16, 2025 the Company announced a stock dividend of shares of flyExclusive stock to Volato shareholders of record as of December 26, 2025. The dividend was effected in January 2026.

Current wording

In 2025, the Company announced a stock dividend of shares of flyExclusive stock to Volato shareholders of record as of December 26, 2025. The dividend was effected in January 2026.

Previous wording

On March 6, 2026, the Company signed amendment number five to the Agreement with flyExclusive, pursuant to which the Company sold certain unused intellectual property assets for $1.3 million payable in cash or shares of flyExclusive’s Class A common stock. Such assets represent a portion of the total assets which were anticipated to be sold under one of the Asset Options as described above. Following the sale of the intellectual property assets pursuant to the fifth amendment, there is $700,000 in remaining assets that may be sold to flyExclusive under the terms of the Agreement, as amended.

Current wording

On March 6, 2026, the Company signed amendment number five to the Aircraft Management Services Agreement with flyExclusive, pursuant to which the Company sold certain unused intellectual property assets for $1.3 million payable in cash or shares of flyExclusive’s Class A common stock. Such assets represent a portion of the total assets which were anticipated to be sold under one of the Asset Options as described above. Following the sale of the intellectual property assets pursuant to the fifth amendment, there is $700,000 in remaining assets that may be sold to flyExclusive under the terms of the Aircraft Management Services Agreement, as amended.

Previous wording

We believe that the below key factors have affected our financial condition and results of operations and may continue to have a significant effect. In addition, upon closing the Merger our financial condition and results of operations will be impacted by those of M2i and its industry.

Current wording

We believe that the below key factors have affected our financial condition and results of operations and may continue to have a significant effect.

Previous wording

During 2025, we took delivery of three Gulfstream G280 aircraft, which were delivered and sold to third parties. We do not expect to take delivery of additional aircraft in 2026.

Current wording

During 2025, we took delivery of three Gulfstream G280 aircraft, which were delivered and sold to third parties. We have not and do not expect to take delivery of additional aircraft in 2026.

Previous wording

In 2022 and 2023, we invested in the core business systems, processes and people required to safely operate a growing, publicly traded private aviation company. In September 2024, we entered into an agreement with flyExclusive to transition our fleet operations to flyExclusive. This move resulted in substantial cost savings and provided us with the opportunity to focus on what we believe to be our high-growth areas, including aircraft sales and proprietary software. We have benefited from the margins on aircraft sales without the burden of operational costs, while also generating revenue from our proprietary software, including the Vaunt platform, our empty leg consumer app.

Current wording

In 2022 and 2023, we invested in the core business systems, processes and people required to operate a, publicly traded private aviation company. In September 2024, we entered into an agreement with flyExclusive to transition our fleet operations to flyExclusive. This move resulted in substantial cost savings and provided us with the opportunity to focus on what we believe to be our high-growth areas, including aircraft sales and proprietary software. We benefited from the margins on aircraft sales without the burden of operational costs, while also generating revenue from our proprietary software, including the Vaunt platform, our empty leg consumer app.

Previous wording

Comparison of three months ended March 31, 2026 and 2025

Current wording

Comparison of three and six months ended June 30, 2026 and 2025

Previous wording

The following table sets forth our results of operations for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):

Current wording

The following table sets forth our results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):

Previous wording

Revenue decreased by $25.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in revenue was the result of a decrease in aircraft sales of $25.0 million, as we did not take delivery of aircraft during the year, and an increase in subscription based revenue of $0.6 million during the three months ended March 31, 2026 compared to the prior year period. The increase in subscription based revenues is attributable to our Vaunt platform.

Current wording

Revenue decreased by $23.9 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in revenue was the result of a decrease in aircraft sales of $24.5 million, as we did not take delivery of aircraft during 2026, and an increase in subscription based revenue of $0.6 million during the three months ended June 30, 2026 compared to the prior year period. The increase in subscription based revenues is attributable to our Vaunt platform.

Previous wording

Cost of revenue decreased by $20.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in cost of revenue was primarily a result of a decrease in aircraft sales as we purchased and took delivery of one aircraft during the three months ended March 31, 2025.

Current wording

Cost of revenue decreased by $20.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in cost of revenue was primarily a result of a decrease in aircraft sales as we purchased and took delivery of one aircraft during the three months ended June 30, 2025.

Previous wording

Selling, general and administrative expenses increased by $1.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in selling, general and administrative is primarily related to a $0.5 million increase in accounting, legal and other professional fees as we work toward the merger with M2i, a $0.4 million increase related to professional fees and software development for our Vaunt platform and $0.2 million increase in salaries and wages for our Parslee platform.

Current wording

Selling, general and administrative expenses increased by $0.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in selling, general and administrative is primarily related to a $0.6 million increase in a legal settlement accrual, a $0.2 increase in professional fees, a $0.1 increase in salaries and benefits, offset by a decrease of $0.6 million of stock based compensation expense.

Previous wording

For the three months ended March 31, 2025, the loss on the change in fair value of financial instruments relates to the fair value adjustment on the 2024 Convertible Notes resulting in a non-cash loss of $0.8 million during the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2026, the loss on the change in fair value of financial instruments relates to a non-cash loss on the Investment in M2i share exchange of $0.2 million.

Previous wording

For the three months ended March 31, 2026, the loss on the change in fair value of financial instruments relates to a non-cash loss on the Investment in M2i share exchange of $0.8 million, a loss on the Investment of flyExclusive of $174 thousand, a loss on the fair value of the aviation asset of $0.3 million and a loss on the change in the fair value of the Convertible Notes of $60 thousand.

Current wording

For the six months ended June 30, 2026, the loss on the change in fair value of financial instruments relates to a non-cash loss of $0.5 million on the remaining Investment in M2i, $0.3 million related to the fair value of the aviation asset and a $0.2 million loss on the fair value of the Investment in flyExclusive.

Previous wording

Interest income (expense) net, primarily consists of interest related to the note receivable and the sale of the GC Aviation, Inc in March 2025.

Current wording

Interest income (expense) net, primarily consists of interest related to the note receivable and the sale of GC Aviation, Inc., in March 2025.

Previous wording

Our principal sources of liquidity have historically consisted of financing activities, including proceeds from the issuance of stock, borrowings under our credit facilities, and proceeds from sales of debt and equity securities. We additionally generate revenue through sales subscriptions to our software application. As of March 31, 2026, we had $2.0 million of cash and cash equivalents.

Current wording

Our principal sources of liquidity have historically consisted of financing activities, including borrowings under our credit facilities, and proceeds from sales of debt and equity securities. We additionally generate revenue through sales subscriptions to our software application. As of June 30, 2026, we had $8.4 million of cash and cash equivalents.

Previous wording

We believe the primary factors that could affect our liquidity include whether the closing conditions under the Securities Purchase Agreement are met (or waived) such that we are able to issue one or more additional convertible notes under that arrangement, our ability to raise additional funds on favorable terms, the timing and extent of spending on software development and other growth initiatives, our ability to manage our expense, and overall economic conditions. To the extent that our current liquidity is insufficient to fund future activities, we will need to raise additional capital. We may attempt to raise additional capital through the sale of equity securities, through debt financing arrangements, or both. Raising additional capital by issuing equity securities will dilute the ownership of existing stockholders. The occurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. In the event that additional capital is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Current wording

We believe the primary factors that could affect our liquidity include, our ability to raise additional funds on favorable terms, the timing and extent of spending on software development and other growth initiatives, our ability to manage our expense, and overall economic conditions. To the extent that our current liquidity is insufficient to fund future activities, we will need to raise additional capital. We may attempt to raise additional capital through the sale of equity securities, through debt financing arrangements, or both. Raising additional capital by issuing equity securities will dilute the ownership of existing stockholders. The occurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. In the event that additional capital is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Previous wording

Except for our 2025 fiscal year, we have historically incurred negative cash flows from operating activities and significant losses from operations. Management believes that its current cash position, along with 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 this Quarterly Report. There are no assurances, however, that management will be able to raise capital or debt on terms acceptable to the Company. If the Company is unable to obtain sufficient additional capital or debt on terms acceptable to the Company, the Company may be required to reduce the near-term scope of its planned development and operations, which could delay implementation of the Company’s business plan and harm its business, financial condition, and operating results. These above matters raise substantial doubt about the Company’s ability to continue as a going concern.

Current wording

Except for our 2025 fiscal year, we have historically incurred negative cash flows from operating activities and significant losses from operations. Management believes that our current cash position, along with 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 this Quarterly Report. There are no assurances, however, that management will be able to raise capital or debt on terms acceptable to the Company. If the Company is unable to obtain sufficient additional capital or debt on terms acceptable to the Company, the Company may be required to reduce the near-term scope of its planned development and operations, which could delay implementation of the Company’s business plan and harm its business, financial condition, and operating results. These above matters raise substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

The following table summarizes our cash flows for the three months ended March 31, 2026, and 2025 (in thousands):

Current wording

The following table summarizes our cash flows for the six months ended June 30, 2026, and 2025 (in thousands):

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026 was $2.5 million. The cash outflow from operating activities consisted of our net loss of $2.6 million, non-cash items of $0.4 million, a change in net operating assets and liabilities of $0.3 million and a change in net assets and liabilities for discontinued operations of $0.2 million. The change in net operating assets and liabilities was primarily a result of an increase in prepaid and other current assets of $0.6 million, an increase in member deposits and deferred revenue of $0.6 million and an increase in contract assets of $0.2 million.

Current wording

Net cash used in operating activities for the six months ended June 30, 2026 was $2.9 million. The cash outflow from operating activities consisted of our net loss of $4.7 million, non-cash items of $0.1 million, a change in net operating assets and liabilities of $1.7 million and a change in net assets and liabilities for discontinued operations of $0.3 million. The change in net operating assets and liabilities was primarily a result of an increase in deferred revenue and customer deposits of $1.8 million, prepaid and other current assets of $0.2 million, an increase in contract assets, net of $0.5 million, and an increase in account payable and accrued liabilities of $0.5 million, as they are no longer included in discontinued operations. The change in net assets and liabilities for discontinued operations for the six months ended June 30, 2026 was $0.2 million.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 was $0.3 million. The cash outflow from operating activities consisted of our net income of $0.4 million, non-cash items of $1.1 million, a change in net operating assets and liabilities of $0.3 million, and a change in net assets and liabilities for discontinued operations of $1.5 million. The change in net operating assets and liabilities was primarily as a result of a decrease in customer deposits and deferred revenue of $2.1 million and a decrease in deposits of $1.8 million.

Current wording

Net cash provided by operating activities for the six months ended June 30, 2025 was $0.5 million. The cash inflow from operating activities consisted of our net income of $4.1 million, non-cash items of $2.4 million, and a change in net operating assets and liabilities of $2.6 million. The change in net operating assets and liabilities was primarily as a result of a decrease in customer deposits and deferred revenue of $1.5 million and accounts payable and accrued liabilities of $0.9 million, offset by a decrease in deposits of $5.2 million. The change in net assets and liabilities for discontinued operations for the six months ended June 30, 2025 was $3.7 million.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026 was $0.2 million. The cash flow from investing activities consisted of the purchase of property and equipment.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026 was $0.4 million. The cash flow from investing activities consisted of the purchase of property and equipment.

Previous wording

Net cash provided by investing activities for the three months ended March 31, 2025 was $21 thousand. The cash flow from investing activities consisted of the sale of property and equipment.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2025 was $30 thousand. The cash flow from investing activities consisted of the sale of property and equipment.

Previous wording

Net cash used in financing activities for the quarter ended March 31, 2025 was $1.1 million. Cash flow used in financing activities consisted of the repayment on loans of $1.1 million.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025 was $141 thousand. Cash flow used in financing activities consisted of the repayment on loans of $1.1 million and the proceeds from the second tranche of the convertible note of $1.4 million.

Previous wording

To date, we have financed our operations primarily as a result of the 2023 business combination, sales of preferred stock, borrowings of long-term and short-term debt, loans and convertible notes. As of March 31, 2026, we had negative working capital of approximately $2.5 million and our primary source of liquidity was cash totaling $1.9 million. Based on our recent trends, we expect to fund our operations in 2026 from our cash on hand, cash from operations, or one or more sales of convertible promissory notes in accordance with the Securities Purchase Agreement described in Note 2 and Note 8 to our unaudited financial statements in this Quarterly Report and potentially additional sales of equity or debt securities (including potential sales of common stock in our at-the-market sales program described below and elsewhere in this Quarterly Report). The Company believes it has the ability to generate and obtain enough cash to meet its obligations for the next 12 months.

Current wording

To date, we have financed our operations primarily as a result of the 2023 business combination, sales of stock, borrowings of long-term and short-term debt, loans and convertible notes. As of June 30, 2026, we had working capital of approximately $0.9 million and our primary source of liquidity was cash totaling $8.4 million. Based on our recent trends, we expect to fund our operations in 2026 from our cash on hand, cash from operations, or one or more sales of equity or debt securities (including potential sales of common stock in our at-the-market sales program described below and elsewhere in this Quarterly Report). The Company believes it has the ability to generate and obtain enough cash to meet its obligations for the next 12 months.

Previous wording

The Company entered into the pre-delivery payment agreement on October 5, 2022, with SAC Leasing G280 LLC to obtain loans in the aggregate amount of $40.5 million for the purchase of four (4) Gulfstream G280 aircraft to be delivered in 2024 and 2025. The maturity date was the earlier of the delivery date of the aircraft or September 14, 2025, which is thirty-five (35) months from the date of funding. The purchase agreement contracts were assigned to SAC Leasing G280 LLC as collateral on this credit facility. In the third quarter of 2024, $9.0 million was repaid to SAC Leasing G280 LLC as a result of the delivery of the first Gulfstream G280. In the first quarter of 2025, an additional $19.5 million was repaid to SAC Leasing G280 LLC as a result of the delivery of the second Gulfstream G280 and the return of $9.0 million in deposits related to the fourth Gulfstream G280. After the delivery of the second Gulfstream G280 and the deposit return related to the fourth Gulfstream G280, the outstanding balance of the credit facility from SAC Leasing G280 LLC was $8.5 million, net. In the second quarter of 2025, with the delivery of the third G280, the remaining outstanding balance of the SAC Leasing G280 LLC credit facility was paid in full.

Current wording

The Company entered into the pre-delivery payment agreement on October 5, 2022, with SAC Leasing G280 LLC to obtain loans in the aggregate amount of $40.5 million for the purchase of four (4) Gulfstream G280 aircraft to be delivered in 2024 and 2025. The maturity date was the earlier of the delivery date of the aircraft or September 14, 2025, which is thirty-five (35) months from the date of funding. The purchase agreement contracts were assigned to SAC Leasing G280 LLC as collateral on this credit facility. In the second quarter of 2025, with the delivery of the third G280, the remaining outstanding balance of the SAC Leasing G280 LLC credit facility was paid in full.

Previous wording

On March 27, 2026, the Company entered into an ATM Sales Agreement with Curvature Securities, LLC (the “Agent”), pursuant to which the Agent will act as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time of shares of the Company’s Class A Common Stock, having an aggregate gross sales price of an aggregate of up to $3.7 million. In April 2026, the Company received $3.6 million in net proceeds from the sale of stock under our at-the-market program.

Current wording

On March 27, 2026, the Company entered into an ATM Sales Agreement with Curvature Securities, LLC (the “Agent”), pursuant to which the Agent will act as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time of shares of the Company’s Class A Common Stock, having an aggregate gross sales price of an aggregate of up to $3.7 million. In April 2026, the Company received $3.6 million in net proceeds from the sale of stock under our at-the-market program. The Company does not currently expect to utilize its ATM sales program during the remainer of 2026 due, in part, to limitations imposed under SEC rules.