Volato Group Inc-A美股招股说明书(2026-04-13版)

PROSPECTUS FOR119,497,564 SHARES OF CLASS A COMMON STOCKOF VOLATO GROUP, INC. On July 28, 2025, Volato Group, Inc., a Delaware corporation (“Volato”, “we”, “us”, “our” or the “Company”), entered into an Agreement and Plan ofMerger and Reorganization (as amended, the “Merger Agreement”) with Volato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiaryof Volato (“Merger Sub”), and M2i Global, Inc., a Nevada corporation (“M2i Global”), pursuant to which Merger Sub will merge with and into M2i Global,with M2i Global surviving the merger as a wholly-owned subsidiary of Volato (together with all other transactions contemplated by the Merger Agreement, the“Merger”). Collectively, we refer to Volato and the surviving corporation following the Merger as the Combined Company. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock,$0.001 par value per share, of M2i Global (“M2i Global Common Stock”) issued and outstanding immediately prior to the Effective Time will be convertedinto the right to receive a number of shares of Class A common stock, par value $0.0001 per share of Volato (the “Volato Common Stock” or “our CommonStock”) equal to 85% of the Volato Common Stock on an as converted and fully diluted basis at the Effective Time, excluding shares of Volato Common Stockunderlying outstanding Volato warrants, and as may be adjusted in accordance with the Merger Agreement (the “Merger Consideration”). Based on anassumption of approximately 21,087,805 fully diluted shares of Volato Common Stock issued and outstanding immediately prior to the Effective Time, Volatoestimates that the Merger will result in the issuance of Merger Consideration consisting of approximately 119,497,564 shares of Volato Common Stock.However, the actual amount of the Merger Consideration will be determined at the Effective Time and is subject to change based on the fully diluted numberof shares of Volato Common Stock issued and outstanding immediately prior to the Effective Time. Volato estimates that the aggregate value of this estimatedMerger Consideration is approximately $28.6 million, or $0.239 per share of common stock of the Combined Company, based on the trading price of VolatoCommon Stock as of April 2, 2026 and the anticipated number of Combined Company shares outstanding upon closing. The foregoing estimate andinformation herein does not give effect to the proposed reverse stock split (as described in more detail below and elsewhere in the accompanying proxystatement/prospectus). For additional information regarding the Merger Agreement, see “The Merger Agreement.” It is expected that, immediately after the closing of the Merger, holders of M2i Global Common Stock as of immediately prior to the Effective Time willcollectively own approximately 85% of the issued and outstanding common stock of the Combined Company on a fully diluted basis, excluding shares ofVolato Common Stock underlying outstanding Volato warrants, and the holders of Volato Common Stock as of immediately prior to the Effective Time willcollectively own approximately 15% of the issued and outstanding common stock of the Combined Company on a fully diluted basis, excluding shares ofVolato Common Stock underlying outstanding Volato warrants. Volato Common Stock is currently traded on the NYSE American LLC (“NYSE American”) under the symbol “SOAR”. Volato intends to file an initiallisting application for the Combined Company with the Nasdaq Stock Market LLC (“Nasdaq”). After the closing of the Merger, Volato is expected to berenamed to “M2i Global, Inc.” and it is expected that the Volato Common Stock will trade on Nasdaq under the symbol “SOAR”. On April 2, 2026, the lastreported sale price of the Volato Common Stock on the NYSE American was $0.239 per share. Volato is holding a special meeting of stockholders (the “Special Meeting”) in order to obtain the stockholder approvals necessary to complete the Mergerandrelated matters.The Special Meeting will be held on May 7,2026,at 9:00 AM Eastern Time,virtually at https://edge.media-server.com/mmc/go/SOAR2026SGM, unless postponed or adjourned to a later date, for the purpose of considering and voting upon the matters set forth in theNotice of Special Meeting of Stockholders and the accompanying proxy statement/prospectus. As described in the accompanying proxy statement/prospectus, certain Volato stockholders holding, in the aggregate, approximately 12% of the issued andoutstanding shares of Volato Common Stock as of July 28, 2025, on a fully diluted basis, are parties to a stockholder voting and support agreement, pursuant towhich such stockholders have, among other things, agreed to vote in favor of the Merger and certain other matters. After careful consideration each of the Volato board of directors (the “Volato Board”) and M2i Global board of directors (the “M2i Global Board”) haveapproved the Mer