Group 1: CureVac N.V. Acquisition - CureVac will be acquired by BioNTech SE, with each CureVac share exchanged for approximately $5.46 in BioNTech ADSs, leading to an implied aggregate equity value of about $1.25 billion [2] - Upon completion of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech [2] - The investigation focuses on whether the CureVac Board breached its fiduciary duties by failing to conduct a fair process and whether the consideration provides fair value to shareholders [2] Group 2: Know Labs, Inc. Acquisition - Know Labs will be acquired by Goldeneye 1995 LLC, with the purchase price determined by dividing the sum of 1,000 Bitcoin and a cash amount for debt retirement and working capital by the per share price of $0.335 [4] - The investigation examines whether the Know Labs Board breached its fiduciary duties by not conducting a fair process and whether the deal offers fair value to shareholders [4] Group 3: Volato Group, Inc. Merger - Volato Group will merge with M2i Global, with M2i Global expected to own approximately 90% of the total shares of Volato post-merger [6] - The investigation is centered on whether the Volato Group Board breached its fiduciary duties by failing to conduct a fair process and the potential dilution of shareholders in the combined company [6] Group 4: Heliogen, Inc. Acquisition - Heliogen will be acquired by Zeo Energy Corp, with securityholders receiving shares valued at approximately $10 million based on a price of $1.5859 per share, subject to adjustments based on net cash at closing [8] - The investigation looks into whether the Heliogen Board breached its fiduciary duties by not conducting a fair process and whether the consideration provides fair value to shareholders [8]

Core Viewpoint - M2i Global, Inc. is set to be acquired by Volato Group, Inc., creating a dual-platform public company focused on critical minerals and aviation technology, aligning with U.S. mineral independence strategy and enhancing growth opportunities [1][9][10] Company Overview - M2i Global specializes in developing a global value supply chain for critical minerals, aiming to establish a U.S. Strategic Mineral Reserve in collaboration with the U.S. government [5][23] - Volato Group is a technology-first aviation company that provides innovative solutions in aviation software and on-demand flight access [22] Transaction Details - Upon completion of the acquisition, M2i Global will own approximately 90% of Volato Group's common stock, while current Volato shareholders will retain about 10% [3][15] - The acquisition structure is expected to be a reverse triangular merger, with M2i Global as the surviving entity [14] Leadership Changes - Matt Liotta will transition from CEO of Volato Group to President of the aviation technology business lines, while Maj Gen (Ret) Alberto Rosende will become the new CEO of Volato Group [4][17] Financial Highlights - Volato Group reported Q1 2025 revenue of $25.5 million and net income of $0.5 million, with expected Q2 2025 revenue between $24 million and $26 million [8] - M2i Global's acquisition is anticipated to enhance shareholder value and provide access to public equity currency for growth and acquisitions [10][15] Strategic Rationale - The combination of M2i Global and Volato Group creates differentiated revenue streams and a diversified capital base, addressing U.S. national priorities in mineral independence and industrial security [9][13] - The partnership aims to leverage technology expertise in tracking and tracing minerals, enhancing transparency in the critical minerals supply chain [10][22] Partnerships and Agreements - M2i Global has established a joint venture with Reforme Group and an exclusive offtake agreement with NT Minerals Limited for 88,000 tonnes of copper, valued at approximately $850 million [8] - Collaborations with Regenerate Technology Global and Next-Gen Energy Technology are aimed at advancing battery technology and establishing lithium manufacturing outside of China [8]

PART I FINANCIAL INFORMATION This section presents the company's unaudited consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2025 [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents the unaudited consolidated financial statements for the quarter ended March 31, 2025. These statements reflect a significant strategic shift towards aircraft sales and away from fleet operations, which are now classified as discontinued operations. The company reported a net income from continuing operations, a stark contrast to the net loss in the prior-year period, primarily driven by aircraft sales. However, the notes highlight a 'going concern' uncertainty due to negative working capital and a significant accumulated deficit [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and shareholders' deficit as of March 31, 2025 and December 31, 2024 Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | $23,408 | $46,299 | | Total Current Assets | $20,922 | $43,314 | | **Total Liabilities** | $39,241 | $62,633 | | Total Current Liabilities | $39,123 | $62,200 | | **Total Shareholders' Deficit** | $(15,833) | $(16,334) | - Total assets and liabilities decreased significantly from year-end 2024, primarily due to the strategic shift and discontinued operations. The company maintains a significant shareholders' deficit[15](index=15&type=chunk) [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) Details the company's financial performance, including revenue, costs, and net income (loss) for the three months ended March 31, 2025 and 2024 Q1 2025 vs. Q1 2024 Statement of Operations (in thousands, except per share data) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | **Revenue** | $25,483 | $48 | | Cost of Revenue | $20,987 | $52 | | **Operating Income (Loss)** | $2,526 | $(4,334) | | **Net Income (Loss) from Continuing Operations** | $360 | $(5,701) | | Net Income (Loss) from Discontinued Operations | $95 | $(11,689) | | **Net Income (Loss)** | $455 | $(17,390) | | **Basic EPS** | $0.24 | $(14.93) | | **Diluted EPS** | $0.03 | $(14.93) | - The company experienced a dramatic turnaround, shifting from a significant net loss to a net income, driven by a massive increase in revenue from **$48 thousand to $25.5 million** year-over-year[17](index=17&type=chunk) [Consolidated Statements of Changes In Shareholders' Deficit](index=8&type=section&id=Consolidated%20Statements%20of%20Changes%20In%20Shareholders'%20Deficit) Outlines the changes in the company's shareholders' deficit, reflecting the impact of net income and other equity transactions during the quarter - The total shareholders' deficit improved slightly from **$(16.3) million** at the end of 2024 to **$(15.8) million** at the end of Q1 2025[19](index=19&type=chunk) - The improvement was primarily driven by a net income of **$0.5 million** for the quarter[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the company's cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024 Q1 2025 vs. Q1 2024 Cash Flows (in thousands) | Cash Flow Category | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(312) | $(7,697) | | Net Cash Provided by (Used in) Investing Activities | $21 | $(56) | | Net Cash Used in Financing Activities | $(1,133) | $(683) | | **Net Decrease in Cash** | **$(1,424)** | **$(8,436)** | - Cash used in operating activities decreased substantially from **$7.7 million** in Q1 2024 to **$0.3 million** in Q1 2025, reflecting improved operational performance and changes in working capital[22](index=22&type=chunk) [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and additional information supporting the consolidated financial statements, including significant accounting policies and key disclosures - **Going Concern:** The company has negative working capital of **$18.2 million** and an accumulated deficit of **$103.9 million**, which raises substantial doubt about its ability to continue as a going concern. Management plans to fund operations through aircraft sales and future debt/equity financing[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - **Strategic Shift:** In September 2024, the company transitioned its aircraft ownership fleet operations to flyExclusive, Inc. to focus on high-growth areas like aircraft sales and proprietary software (Vaunt platform). These former operations are now reported as discontinued[27](index=27&type=chunk)[82](index=82&type=chunk) - **Discontinued Operations:** For Q1 2025, discontinued operations generated a net income of **$95 thousand**, compared to a net loss of **$11.7 million** in Q1 2024[83](index=83&type=chunk) - **Revenue Breakdown:** Q1 2025 revenue was dominated by aircraft sales (**$25.1 million**), with subscription revenue contributing **$383 thousand**. This is a major shift from Q1 2024, which had no aircraft sales[57](index=57&type=chunk) - **Aircraft Commitments:** The company has commitments to acquire two additional Gulfstream G-280 aircraft in 2025, with total expected contractual payments of **$26.7 million**[137](index=137&type=chunk)[188](index=188&type=chunk) - **Legal Contingencies:** The company is a defendant in a lawsuit alleging violations of the Worker Adjustment and Retraining Notification (WARN) Act due to the termination of 230 employees in August 2024. The current range of loss cannot be estimated[149](index=149&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's strategic transition away from fleet operations to focus on aircraft sales and proprietary software, which drove a significant revenue increase and a shift to net income in Q1 2025. The discussion also highlights liquidity challenges and a going concern uncertainty, outlining plans to fund operations through aircraft sales and potential financing - The company's business model has shifted to focus on aircraft sales and software-as-a-service subscriptions, following the transition of its aircraft ownership program fleet operations to flyExclusive in September 2024[159](index=159&type=chunk)[160](index=160&type=chunk) Q1 2025 Financial Highlights | Metric | Q1 2025 | Change vs. Q1 2024 | | :--- | :--- | :--- | | Total Revenue | $25.5 million | +$25.4 million | | Net Income from Continuing Operations | $0.4 million | Improved from $5.7M loss | | Net Income | $0.5 million | +$17.8 million improvement | - The **$25.4 million** revenue increase was primarily driven by the sale of the company's second Gulfstream G280 aircraft during the quarter[167](index=167&type=chunk) - Selling, general and administrative (SG&A) expenses decreased by **55% to $2.0 million**, reflecting cost savings from the strategic shift away from fleet operations[165](index=165&type=chunk)[169](index=169&type=chunk) - Management acknowledges substantial doubt about the company's ability to continue as a going concern due to historical negative cash flows and losses. They believe current cash, anticipated margins from aircraft sales, and future financing will fund operations for at least one year[176](index=176&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company, as a "smaller reporting company," is not required to provide quantitative and qualitative disclosures about market risk - As a "smaller reporting company" defined in Rule 12b-2 of the Exchange Act, the company is exempt from providing these disclosures[200](index=200&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level, and no material changes to internal controls over financial reporting occurred during the quarter - An evaluation conducted by management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2025[203](index=203&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[204](index=204&type=chunk) PART II OTHER INFORMATION This section provides additional disclosures including legal proceedings, risk factors, and other regulatory information [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings arising from the normal course of business, with further details provided in Note 15 of the financial statements, including a lawsuit related to the WARN Act - The company is periodically involved in legal proceedings. For more detailed information, the report refers to Note 15 of the unaudited financial statements[206](index=206&type=chunk) - Note 15 details a lawsuit filed against the company related to the Worker Adjustment and Retraining Notification (WARN) Act following the termination of 230 employees[149](index=149&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - The company states there have been no material changes from the risk factors disclosed in its Form 10-K for the year ended December 31, 2024[208](index=208&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter ended March 31, 2025, the company did not sell any unregistered securities and did not repurchase any of its common stock - The company did not sell any unregistered securities during the quarter ended March 31, 2025[209](index=209&type=chunk) - No shares of Common Stock were repurchased by the company during the quarter[210](index=210&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the reporting period - There were no defaults upon senior credit facilities[211](index=211&type=chunk)[212](index=212&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This section is not applicable to the company[214](index=214&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) No information required to be reported on Form 8-K was omitted during the quarter, and there were no material changes to the procedures for shareholder nomination of directors - No information that should have been disclosed in a Form 8-K was omitted during the quarter[217](index=217&type=chunk) [Exhibits](index=43&type=section&id=Item%206%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents and certifications required by the Sarbanes-Oxley Act - The report includes an index of exhibits filed, such as the Certificate of Incorporation, Bylaws, and CEO/CFO certifications pursuant to the Sarbanes-Oxley Act[220](index=220&type=chunk)

[Overview of Q1 2025 Performance](index=1&type=section&id=Overview%20of%20Q1%202025%20Performance) Volato achieved profitability in Q1 2025 with **$0.5 million** net income on **$25.5 million** revenue, significantly reducing liabilities by over **$20 million** Key Financial Metrics | Metric | Q1 2025 | | :--- | :--- | | Revenue | $25.5 million | | Net Income | $0.5 million | | Diluted EPS | $0.03 | - Total liabilities were significantly reduced by over **$20 million**, declining from **$62.6 million** at the end of 2024 to **$39.2 million** as of March 31, 2025[2](index=2&type=chunk) - The CEO, Matt Liotta, stated that the Q1 results, including profitability and major liability reductions, are signals that the company's strategy is working effectively[3](index=3&type=chunk) [Capital Structure and Runway Extension Strategy](index=1&type=section&id=Capital%20Structure%20and%20Runway%20Extension%20Strategy) Volato is extending its operating runway by raising **$8.0 million** in equity and managing convertible debt, with **$4.5 million** drawn from a **$36.0 million** facility - The company plans to raise approximately **$8.0 million** in outside capital to address short-term liabilities and secure a 12-month operating runway[3](index=3&type=chunk) - As of March 31, 2025, Volato had drawn **$4.5 million** from its **$36.0 million** convertible debt facility, with the drawn amount expected to convert to equity in Q2 2025[4](index=4&type=chunk) - The CFO, Mark Heinen, emphasized a focus on tight cash management and operational discipline to position the company for long-term financial sustainability[4](index=4&type=chunk) [First Quarter 2025 Financial Highlights](index=2&type=section&id=First%20Quarter%202025%20Financial%20Highlights) Q1 2025 saw a significant financial turnaround with **$0.5 million** net income and **$2.7 million** positive EBITDA, driven by **$25.5 million** revenue and **$23.4 million** liability reduction Q1 2025 Financial Performance Summary | Financial Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $25.5 million | N/A | - | | Gross Profit | $4.5 million | N/A | - | | Net Income (Loss) | $0.5 million | $(17.4) million | Positive Turnaround | | Net Income (Loss) per Diluted Share | $0.03 | $(14.93) | Positive Turnaround | | EBITDA | $2.7 million | $(4.2) million | Positive Turnaround | | Total Liabilities Reduction (QoQ) | $23.4 million | N/A | - | [Outlook and Operational Momentum](index=2&type=section&id=Outlook%20and%20Operational%20Momentum) Volato anticipates profitability in Q2 and Q4 2025, with Vaunt achieving full-year profitability, supported by the recent delivery of a third Gulfstream G280 aircraft - The company projects profitability for Q2 and Q4 of 2025, with an expected loss in Q3 due to aircraft delivery timing[5](index=5&type=chunk) - The Vaunt platform is currently operating at breakeven and is anticipated to achieve full-year profitability in 2025[5](index=5&type=chunk)[11](index=11&type=chunk) - In April, Volato received its third Gulfstream G280 aircraft, which is expected to support Q2 revenue, margin, and near-term profitability[6](index=6&type=chunk) [Non-GAAP Financial Measures: EBITDA Reconciliation](index=3&type=section&id=Non-GAAP%20Financial%20Measures%3A%20EBITDA%20Reconciliation) This section reconciles non-GAAP EBITDA to GAAP net income, showing Q1 2025 EBITDA of **$2.7 million**, a significant improvement from a **$4.2 million** loss in Q1 2024 EBITDA Reconciliation to Net Income (Loss) | Reconciliation Item (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Net income (loss)** | **$455** | **$(17,390)** | | Net income (loss) from discontinued operations, net of taxes | (95) | 11,689 | | Interest expense, net | 2,400 | 1,138 | | Provision for income tax expense | 98 | 6 | | Loss from change in fair value of financial instruments | 849 | 227 | | Depreciation and amortization | 85 | 65 | | Equity-based compensation expense | 46 | 83 | | Other income, net | (1,181) | (4) | | **EBITDA** | **$2,657** | **$(4,186)** |

Financial Performance - Volato generated over $1.5 million in Annual Recurring Revenue (ARR) from the Vaunt platform, which has surpassed 100,000 app downloads and completed 598 flights in 2024[14][18]. - The company expects to take delivery of three Gulfstream G280 aircraft in 2025, with each aircraft projected to generate between $4.0 million to $5.0 million in gross profit and return $3 million in cash on deposit[44]. Operational Efficiency - The proprietary software Mission Control was developed to enhance operational efficiency for Part 135 operators, addressing scheduling, crew management, and customer engagement challenges[17][22]. - Mission Control's real-time analytics and dashboards provide operators with insights into key operational metrics, fostering data-driven decision-making[28]. - The company aims to set a new standard in private aviation software with its flexible subscription model for Mission Control, targeting operators seeking to improve operational efficiency[34]. - The company has integrated its Mission Control platform with industry-standard tools, enhancing operational efficiency through real-time data synchronization[30]. Market Strategy - Vaunt aims to expand its inventory by onboarding additional Part 135 operators, providing them with a revenue-sharing subscription model to list their flight inventory[42][43]. - Vaunt plans to onboard additional Part 135 operators to expand its inventory and flight variety, utilizing a revenue-sharing subscription model[42]. - Vaunt members can access empty leg flights at no additional cost, enhancing affordability and accessibility to private aviation[38]. - The platform aggregates empty leg flights from Part 135 operators and lists them 2-5 days before departure, allowing members to secure entire aircraft for their flights[39]. - The private aviation industry experiences 30-40% of flight activity as empty leg flights, representing significant inefficiencies that Vaunt aims to address[35][36]. - Vaunt aims to address this inefficiency by providing a platform that matches empty legs with a broader customer segment, offering affordable access to private aviation[37]. Technology and Innovation - The company has a patent-pending technology to repurpose underutilized aircraft resources for cryptocurrency mining, exploring new revenue-generating activities[14]. - The company has a new patent-pending technology filed in 2023 that repurposes underutilized aircraft resources for cryptocurrency mining[54]. Compliance and Employee Information - Compliance with data privacy laws, including the California Consumer Privacy Act (CCPA), is critical for Volato's operations, especially regarding personal information management[45][47]. - As of March 21, 2025, the company has 12 full-time employees, all located in the United States[49]. - The company has not experienced any work stoppages and none of its employees are represented by a labor organization[50]. - The company has a commitment to advanced technology and customer-focused solutions, building scalable tools to elevate service quality in private aviation[14]. - Volato employs various strategies to protect its intellectual property, including trademarks and confidentiality agreements, while also evaluating new technology development initiatives[53].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-Q _____________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to | --- | --- | --- | --- | --- | |--------------------------------------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-Q _____________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO GROUP, INC. (Exact name of Registrant as specifie ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________________________ FORM 8-K _________________________________________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 _________________________________________________________ VOLATO GROUP, INC. (Exact name of registrant as specified in its charter) _______________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-Q _____________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO GROUP, INC. (Exact name of Registrant as specifi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-K _____________________________ x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-41104 VOLATO GROUP, INC. (Exact name of Registrant as specified in ...