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]

Core Viewpoint - The proposed business combination between Volato Group, Inc. and M2i Global, Inc. aims to create a public company that enhances U.S. mineral independence and diversifies Volato's industrial platform, integrating aviation technology with critical minerals supply chain solutions [1][2][6] Company Overview - Volato is a technology-driven private aviation company focused on innovative solutions in aviation software and on-demand flight access, with a proprietary Mission Control software that enhances operational efficiency [19] - M2i Global specializes in developing a complete global value supply chain for critical minerals, aiming to establish a U.S. Strategic Mineral Reserve in partnership with the government [20] Transaction Details - Volato will acquire 100% of M2i Global's outstanding shares, with M2i Global shareholders expected to own approximately 85% of the combined company, while Volato shareholders will own about 15% [4][17] - The transaction will be structured as a reverse triangular merger, allowing M2i Global to become a wholly-owned subsidiary of Volato [17] Leadership Changes - Following the acquisition, Matt Liotta will transition from CEO of Volato to President of its aviation technology business lines, while Major General (Ret.) Alberto Rosende will assume the role of CEO of Volato [5][9] Strategic Rationale - The combination is positioned to capitalize on the increasing demand for domestic sourcing of critical minerals, driven by national security concerns and geopolitical pressures [7][8] - The merged entity will leverage Volato's operational discipline and M2i Global's expertise in government and private sector channels to accelerate growth and deliver value [8][22] Financial Highlights - Volato reported Q1 2025 revenue of $25.5 million with a net income of $0.5 million, and expects Q2 2025 revenue between $25 million and $4 million in net income [16] - M2i Global has secured an exclusive offtake agreement for 88,000 tonnes of copper, valued at approximately $850 million based on current market prices [16]

Core Insights - Volato Group, Inc. has completed the sale of GC Aviation, Inc. for $2 million in cash, aligning resources towards high-growth technology and aircraft trading initiatives [1][2] - The divestiture is part of Volato's strategy to focus on scalable, technology-enhanced solutions while transferring operational responsibilities to third-party operators [2][3] - Proceeds from the sale will be reinvested into growth initiatives within Mission Control, Vaunt, and the company's expanding aircraft trading and leasing platforms [2][3] Company Strategy - The decision to divest GC Aviation is aimed at concentrating on areas with the highest growth potential and strongest returns, allowing for more effective capital deployment and a strengthened balance sheet [3] - Volato continues to enhance its offerings through proprietary technologies such as Mission Control software and the Vaunt experiential travel platform, which support a capital-efficient operating model [3][4] Business Overview - Volato is a technology-driven private aviation company that provides innovative solutions in aviation software and on-demand flight access [4] - The Mission Control software enhances operational efficiency and supports various services including fractional ownership and charter [4] - The Vaunt platform connects travelers with available private flights, offering flexible options for on-demand travel [4]

Core Insights - Leviate Air Group has joined Volato's Vaunt platform, adding 13 aircraft, including 6 HondaJets, enhancing the demand for premium light jets [1][2] - The partnership reinforces Vaunt's legacy and expands access to HondaJets, which are favored for their comfort and design [2][3] - Vaunt's fleet now exceeds 100 aircraft, with an 85% sequential increase in top-line sales, driven by new operator additions and enhanced features [5] Company Overview - Vaunt, a subsidiary of Volato Group, offers discounted access to empty-leg flights, catering to adventure-seeking travelers and frequent flyers [6] - Volato is focused on innovative solutions in private aviation, utilizing proprietary software to enhance operational efficiency and customer service [7] Strategic Developments - The addition of Leviate introduces a large-cabin aircraft, the Bombardier Global 5000, paving the way for future premium travel options [4] - Vaunt aims to scale through partnerships with trusted operators, expanding flight variety and enhancing travel experiences for members [4]

Core Insights - Vaunt, operated by Volato Group, Inc., projects Q2 2025 subscription sales between $700,000 and $800,000, significantly up from $389,000 in Q1 2025, indicating a potential doubling of sales and a strong growth trajectory since late 2024 [1][2] - The increase in subscription sales reflects a maturing business model with growing demand for Vaunt's unique private flight experiences, as noted by Tim Graves, VP of Marketing & Operations [2] - Vaunt's growth is supported by an expanding operator network, a broader inventory of light and midsize jets, and innovative features such as the "Complete the Trip" booking tool and Cabin Plus membership tier [3] Business Model and Performance - Vaunt's business model benefits both operators and members, allowing operators to gain incremental revenue by filling empty legs without disrupting core operations, while members access spontaneous flights at lower costs compared to traditional charters [6] - The company has generated over $1.5 million in annualized recurring revenue, achieved over 100,000 downloads, and completed nearly 600 flights in 2024, showcasing its operational success [3] Company Overview - Vaunt is redefining private aviation by offering discounted access to empty-leg flights, catering to adventure-seeking travelers and frequent flyers [4] - Volato Group, the parent company, is advancing the private aviation industry through proprietary software and strategic aircraft monetization, emphasizing scalable, tech-driven solutions [5]

Group 1: Company Transactions - CureVac N.V. is proposed to be sold to BioNTech SE, with each CureVac share exchanged for approximately $5.46 in BioNTech ADSs, resulting in CureVac shareholders owning between 4% and 6% of BioNTech post-transaction [1] - Know Labs, Inc. is set to be sold to Goldeneye 1995 LLC, with details on shareholder rights available [2] - Volato Group, Inc. will merge with M2i Global, Inc., with current Volato shareholders expected to own approximately 10% of the combined entity after the merger [2] - Heliogen, Inc. is proposed to be sold to Zeo Energy Corp., with Heliogen's securityholders receiving shares valued at approximately $10 million based on a price of $1.5859 per share, subject to adjustments [3] Group 2: Legal Rights and Options - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the aforementioned transactions, and may seek increased consideration for shareholders [4] - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [5]