Volato Group, Inc.

Except as set forth below 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, 2025, filed with the SEC on March 12, 2026 (as amended, the “Form 10-K”). Investors should review the risks provided in the Form 10-K and in other reports we filed with the SEC 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 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.

A key component of our business plan is to seek to effect one or more acquisitions, business combinations or strategic relationships to broaden our business operations, and we terminated the previously contemplated Merger with M2i. Future business combinations and acquisition transactions, if any, may not succeed in generating the intended benefits and may adversely affect our business.

The Merger Agreement with M2i was terminated in June 2026. As a result, a key component of our go-forward strategy is to evaluate a potential alternative strategic transaction or relationship to expand our business and grow our operations. The inability of the Company to successfully identify and execute on a strategic transaction, or otherwise, integrate any acquired businesses or technologies, and any related diversion of management’s attention, could have a material adverse effect on our business, operating results and financial condition. Executing on any acquisitions or strategic transactions may require various closing conditions on the parties and may be subject to regulatory review and approval requirements by governmental entities, or, ultimately be prohibited. There is no assurance that we will be able to complete the transactions contemplated by any letters of intent that we have evaluated since the termination of the Merger Agreement in June 2026, or, otherwise execute on other strategic transactions of a similar nature.