Atlanta, GA and Reno, NV, Oct. 01, 2025 (GLOBE NEWSWIRE) -- Volato Group, Inc. (“Volato”) (NYSE American: SOAR), a technology-driven private aviation company and M2i Global, Inc. (“M2i Global”) (OTCQB: MTWO), a company specializing in the development and execution of a complete global value supply chain for critical minerals, is pleased to announce that Anthony Roger Moore, a global financial services professional with more than 55 years’ experience with business transactions spanning over 30 countries, has ...

Atlanta, GA and Reno, NV, Oct. 01, 2025 (GLOBE NEWSWIRE) -- Volato Group, Inc. (“Volato”) (NYSE American: SOAR), a technology-driven private aviation company and M2i Global, Inc. (“M2i Global”) (OTCQB: MTWO), a company specializing in the development and execution of a complete global value supply chain for critical minerals, is pleased to announce that Anthony Roger Moore, a global financial services professional with more than 55 years’ experience with business transactions spanning over 30 countries, has ...

ATLANTA--(BUSINESS WIRE)--Vaunt, the experiential private aviation platform operated by Volato Group, Inc. (NYSE American: SOAR) ("Volato†), will host an exclusive VIP Member Social this Thursday, September 25th, at Rosa Sky rooftop in Brickell, Miami. The event is part of Vaunt's national series designed to celebrate its members, deepen loyalty, and reinforce the brand's growing position at the intersection of private aviation and lifestyle. Set high above Miami's Brickell district, the evenin. ...

Core Viewpoint - The proposed business combination between Volato Group, Inc. and M2i Global, Inc. aims to enhance U.S. mineral independence and create a diversified industrial platform that serves critical sectors for economic growth and national security [1][2]. Company Overview - Volato Group, Inc. is a technology-driven private aviation company that focuses on innovative aviation software and on-demand flight access, utilizing its proprietary Mission Control software to enhance operational efficiency [4]. - M2i Global, Inc. specializes in developing a complete global value supply chain for critical minerals, aiming to establish a Strategic Mineral Reserve in partnership with the U.S. Federal Government to address the global shortage of essential minerals [5]. Business Combination Details - The business combination will leverage Volato's technology capabilities alongside M2i Global's critical mineral strategy, positioning the new entity to serve sectors such as advanced technologies and infrastructure [2]. - The Boards of Directors of both companies support the transaction and recommend shareholder approval, with no cash payment required from Volato to M2i Global or its security holders [3].

Company Overview - Volato Group, Inc. is a technology-driven private aviation company that offers innovative solutions in aviation software and on-demand flight access, utilizing its proprietary Mission Control software to enhance operational efficiency [2] - M2i Global, Inc. specializes in developing and executing a complete global value supply chain for critical minerals, aiming to ensure access to essential minerals and metals for national defense and economic security [3] Strategic Initiatives - M2i Global plans to establish a Strategic Mineral Reserve in partnership with the U.S. Federal Government to create a resilient supply chain addressing the global shortage of essential minerals and metals [3] - The upcoming Lithium & Strategic Minerals Forum will feature discussions on Strategic Capital & Supply Security, focusing on the importance of assured sourcing and strategic reserves for U.S. national and economic security [2][5] Industry Challenges and Solutions - The industry faces risks related to supply chain security, necessitating a focus on midstream processing capabilities and the development of a critical minerals exchange to stabilize the marketplace [5] - Emphasis on responsible mining practices is crucial to prevent abusive practices that lead to artificially low prices for mineral commodities, ensuring environmental and labor standards are upheld [5]

Core Insights - M2i Global President & CEO Major General (Ret) Alberto C. Rosende will address Strategic Capital & Supply Security at the Lithium & Strategic Minerals Forum in Nevada on September 18-19, 2025 [1][2] Company Overview Volato Group, Inc. - Volato is a technology-driven private aviation company that offers innovative solutions in aviation software and on-demand flight access [2] - The proprietary Mission Control software enhances operational efficiency and supports various services including fractional ownership and charter [2] - The Vaunt platform connects travelers with available private flights, providing flexible options for on-demand travel [2] M2i Global, Inc. - M2i Global, through its subsidiary U.S. Minerals and Metals Corp., focuses on ensuring access to critical minerals and metals for national defense and economic security [3] - The company aims to establish a Strategic Mineral Reserve in collaboration with the U.S. Federal Government to create a resilient supply chain addressing global shortages of essential minerals [3] Industry Insights - Supply chain security is emphasized, requiring assured sourcing and strategic reserves of minerals critical for U.S. national and economic security [5] - There is a focus on enabling midstream processing capabilities by reducing capital investment risks [5] - Development of a critical minerals exchange is proposed to stabilize the mineral commodities marketplace and reduce dependency on current exchanges controlled by the PRC [5] - Responsible mining practices are advocated to prevent abusive practices that lead to artificially low prices for mineral commodities [5] - Domestic incentives announced since January 2025 aim to stabilize investments in extraction and processing [5]

Core Viewpoint - Volato Group, Inc. and M2i Global, Inc. are launching a public-private initiative to establish the United States' first Strategic Minerals Reserve (SMR) to secure critical minerals essential for national defense and clean energy [2][4][5] Group 1: Strategic Minerals Reserve Overview - The SMR will be located at the Hawthorne Army Depot in Mineral County, Nevada, focusing on the storage, refining, and distribution of critical minerals such as gallium, graphite, and copper [3][6] - The initiative aims to address the U.S. supply chain for critical minerals, which are vital for defense systems, semiconductors, electric vehicles, and battery technology [3][5] Group 2: Economic and National Security Implications - The project is expected to revitalize the Hawthorne region, create high-quality jobs, and attract federal investment, thereby enhancing national security through a localized supply chain [6][7] - Nevada's rich resources in critical minerals present an opportunity for innovation and economic growth, while also addressing threats from international market manipulation [5][9] Group 3: Public-Private Partnership Model - The SMR is supported by federal agencies including the Department of Defense, the Defense Logistics Agency, and the Department of Energy, and is engaging with private-sector partners to enhance domestic refining and recycling capabilities [8][10] - This initiative serves as a model for how state governments can align with national priorities to foster innovation and attract long-term investments in emerging sectors [9][10]

Core Viewpoint - Volato Group, Inc. and M2i Global, Inc. are launching a public-private initiative to establish the United States' first Strategic Minerals Reserve (SMR) in Mineral County, Nevada, aimed at securing the supply of critical minerals essential for defense, clean energy, and industrial leadership [2][3]. Group 1: Strategic Minerals Reserve Overview - The SMR will be located at the Hawthorne Army Depot in Nevada and will focus on storing, refining, and distributing critical minerals such as gallium, graphite, and copper, which are vital for defense systems, semiconductors, electric vehicles, and battery technology [3][4]. - The initiative is backed by a report from the Hoover Institution advocating for a U.S.-led multilateral critical minerals stockpile and involves collaboration with federal and state agencies, including the Nevada Governor's Office of Economic Development [4][5]. Group 2: Economic and National Security Implications - The SMR is expected to revitalize the Hawthorne region, create high-quality jobs, and attract federal investment, thereby enhancing national security through a localized supply chain [6]. - The initiative is described as a strategic capability rather than a mere stockpile, emphasizing the importance of innovation, industry, and infrastructure in securing the U.S. economic and national future [7]. Group 3: Public-Private Partnership Model - The SMR is supported by federal agencies such as the Department of Defense, the Defense Logistics Agency, and the Department of Energy, and is actively engaging with private-sector and international partners to enhance domestic refining and recycling operations [8][9]. - This initiative serves as a model for how state governments can align with national priorities to foster innovation, attract long-term investment, and lead in emerging sectors [9]. Group 4: Operational Capabilities - The SMR will feature secure storage and logistics at a federally controlled site with access to rail and intermodal infrastructure, refining and recycling capabilities to address domestic processing gaps, and ethical sourcing from U.S.-allied nations [10]. - The initiative will also incorporate AI forecasting tools to predict future material needs and optimize inventory, alongside workforce development through partnerships with local universities and training centers [10].

[PART I FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements reflect a significant operational transformation, shifting from a net loss to net income driven by a strategic focus on aircraft sales [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets and liabilities decreased substantially due to the discontinuation of aircraft fleet operations, while the shareholders' deficit narrowed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $4,707 | $2,161 | | Total current assets | $10,686 | $43,314 | | Total assets | $13,048 | $46,299 | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | $20,005 | $62,200 | | Total liabilities | $20,112 | $62,633 | | Total shareholders' deficit | $(7,064) | $(16,334) | | Total liabilities and shareholders' deficit | $13,048 | $46,299 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The company achieved a significant turnaround, with revenue from continuing operations soaring to $50.3 million, resulting in a total net income of $4.1 million Statement of Operations Summary (in thousands, except per share data) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $50,338 | $229 | | Operating income (loss) | $3,398 | $(7,985) | | Net income (loss) from continuing operations | $3,043 | $(13,192) | | Net income (loss) | $4,057 | $(34,308) | | Net income (loss) per share, basic | $1.82 | $(29.34) | | Net income (loss) per share, diluted | $1.08 | $(29.34) | Quarterly Performance (Q2 2025 vs Q2 2024, in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $24,855 | $181 | | Operating income (loss) | $872 | $(3,651) | | Net income (loss) | $3,602 | $(16,918) | [Consolidated Statements of Changes In Shareholders' Deficit](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20In%20Shareholders'%20Deficit) The shareholders' deficit improved to $(7.1) million from $(16.3) million, driven by net income and an increase in paid-in capital from stock issuances - The total shareholders' deficit decreased from **$16.3 million** at December 31, 2024, to **$7.1 million** at June 30, 2025[18](index=18&type=chunk) - Key drivers for the improvement in shareholders' deficit during the first six months of 2025 were **net income of $4.1 million** and the issuance of 2,778,885 shares of common stock, which increased additional paid-in capital[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The company generated positive operating cash flow of $0.5 million, a significant improvement from the prior year, increasing total cash to $4.7 million Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $536 | $(7,367) | | Net cash provided by (used in) investing activities | $30 | $(113) | | Net cash provided by (used in) financing activities | $141 | $(1,994) | | **Net increase (decrease) in cash** | **$707** | **$(9,474)** | | **Cash and restricted cash, end of period** | **$4,707** | **$7,249** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail a strategic transition to flyExclusive, a subsidiary sale, a reverse stock split, and a planned merger, while acknowledging going concern doubts - The company transitioned its aircraft ownership fleet operations to flyExclusive in September 2024 to focus on high-growth areas like **aircraft sales and proprietary software**[25](index=25&type=chunk) - On March 20, 2025, the company sold its subsidiary GC Aviation, Inc, which held the FAA Part 135 certificate, for **$2.0 million**[26](index=26&type=chunk) - The company has a **working capital deficit of $9.3 million** and an **accumulated deficit of $100.3 million** as of June 30, 2025, which raises substantial doubt about its ability to continue as a going concern[27](index=27&type=chunk) - Subsequent to the quarter end, on July 29, 2025, the company entered into a **merger agreement with M2i Global**, where M2i would become a wholly-owned subsidiary of Volato[158](index=158&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the dramatic financial improvement to its strategic shift towards aircraft sales and software, highlighted by the sale of two Gulfstream G280 aircraft - The company's business model has shifted to focus on **aircraft sales and proprietary software** (like the Vaunt platform) after transitioning its fleet operations to flyExclusive in September 2024[161](index=161&type=chunk) - The company delivered and sold its second and third Gulfstream G280 aircraft in February and June 2025, respectively, which was the **primary driver of revenue growth**[164](index=164&type=chunk) - On July 29, 2025, the company entered into a **merger agreement with M2i Global**, a company specializing in the global value supply chain for critical minerals; post-merger, M2i stockholders are expected to own approximately **85% of the combined company**[163](index=163&type=chunk) Financial Highlights for Six Months Ended June 30, 2025 | Metric | H1 2025 | Change vs H1 2024 | | :--- | :--- | :--- | | Total Revenue | $50.3 million | +$50.1 million | | Net Income from Continuing Operations | $3.0 million | +$16.2 million | | Total Net Income | $4.1 million | +$38.4 million | [Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a "smaller reporting company," the company is not required to provide market risk disclosures - As a smaller reporting company, Volato Group, Inc is **exempt from providing quantitative and qualitative disclosures about market risk**[207](index=207&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls during the quarter - Based on an evaluation as of the end of the reporting period, the CEO and CFO concluded that the company's **disclosure controls and procedures were effective**[210](index=210&type=chunk) - **No changes occurred** during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[211](index=211&type=chunk) [PART II OTHER INFORMATION](index=44&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending a lawsuit from former employees alleging WARN Act violations but does not expect a material adverse effect from current litigation - The company is a defendant in a lawsuit filed by former employees alleging **violations of the WARN Act** following the termination of 230 employees; the plaintiffs are seeking unpaid wages and benefits[150](index=150&type=chunk) - Management does not currently believe that its outstanding litigation will have a **material adverse effect** on its financial statements, but acknowledges the uncertainty of litigation[149](index=149&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) The company highlights new risks associated with its planned merger with M2i Global, including potential completion failure and business disruption - The company has entered into a **merger agreement with M2i Global, Inc**, which introduces new and additional risk factors[215](index=215&type=chunk) - Specific risks related to the merger include the potential for the merger not to be completed, failure to satisfy closing conditions, the effect of the announcement on business relationships, and risks related to diverting management's attention[215](index=215&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the company issued over 2.5 million shares to convert a $4.5 million note and issued a new $1.5 million convertible note - In June 2025, the company issued **2,538,939 shares of common stock** upon the full conversion of a **$4.5 million convertible note**[217](index=217&type=chunk) - On June 13, 2025, the company issued a new convertible promissory note in the principal amount of **$1.5 million**[217](index=217&type=chunk) [Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[220](index=220&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[222](index=222&type=chunk) [Other Information](index=47&type=section&id=Item%205.%20Other%20Information) No information required to be disclosed on a Form 8-K was omitted during the quarter - No material information was omitted from required Form 8-K filings during the quarter[225](index=225&type=chunk) [Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents and officer certifications

Core Insights - M2i Global has appointed Jon Najarian to its Advisory Board, bringing significant expertise in capital markets and trading [1][3] - The collaboration aims to establish a complete global value supply chain for critical minerals, reducing reliance on foreign sources, particularly China [3] - The appointment coincides with M2i Global's merger with Volato Group, creating a dual-platform growth company focused on critical minerals and aviation software [3] Company Overview - M2i Global specializes in developing and executing a global value supply chain for critical minerals, ensuring access for national defense and economic security [9][10] - Volato Group is a technology-driven private aviation company that offers innovative solutions in aviation software and on-demand flight access [8] - Both companies are working towards creating a Strategic Mineral Reserve in partnership with the U.S. Federal Government to address global shortages of essential minerals [10] Leadership Background - Jon Najarian has extensive experience in trading and capital markets, having founded Mercury Trading and co-founded optionMONSTER and tradeMONSTER [4][5][6] - He has been a prominent media personality, contributing to various financial news programs and is recognized as an options trading expert [7][6]