Volato Group and M2i Global Reaffirm Targeted First Quarter 2026 Merger Closing and Advance SEC Review

With Amendment No. 1 to the S-4 filed and under active SEC review, the companies are advancing through the anticipated final stages toward a first-quarter 2026 closing.

Volato Group, Inc. (the "Company" or "Volato") (NYSE:SOAR) and M2i Global, Inc. (OTCQB:MTWO) ("M2i Global") today reaffirmed their expectation to complete their targeted first-quarter 2026 closing timeline for the previously announced business combination, citing steady advancement through the SEC review process alongside continued progress in operational planning and integration readiness.

Subject to the effectiveness of the registration statement on Form S-4, stockholder approvals, and other customary closing conditions, the companies continue to expect the merger to close in the first quarter of 2026.

To align the transaction timeline with the current stage of the SEC review process, the companies have mutually agreed to extend the end date of the merger agreement through March 31, 2026. This extension reflects disciplined execution and provides additional runway to complete the remaining regulatory steps in an orderly manner, while maintaining transaction commitment and protecting stockholder interests.

Amendment No. 1 to the Form S-4 was filed on Monday, January 12, 2026, to respond to SEC comments and advance the registration statement through the review process. The review timeline was affected in part by a temporary slowdown in SEC operations following the recent federal government shutdown. With the amendment now on file, the companies are focused on completing the remaining steps of the SEC review process.

"We remain confident in the strategic rationale for this transaction and now have clear line of sight to completing the remaining regulatory steps," said Major General (Ret) Alberto Rosende, Chief Executive Officer of M2i Global. "The extension provides the appropriate time to complete the process in a compliant and orderly manner, and we remain focused on closing the merger."

"The filing of Amendment No. 1 reflects continued forward momentum in the SEC review process and our disciplined approach to execution," said Mark Heinen, Chief Financial Officer of Volato. "Extending the outside date aligns the transaction timeline with the current regulatory environment while allowing both companies to remain focused on operations, compliance, and readiness for closing."

In parallel with the regulatory review, Volato and M2i Global continue to make measured and meaningful progress on merger integration preparation, including planning related to governance, reporting, internal controls, and operational alignment, which is intended to position the combined company to operate seamlessly following closing. These efforts are limited to customary readiness activities intended to support a smooth post-closing transition and remain subject to receipt of all required approvals. Recent press releases issued by both companies highlight continued progress in their respective businesses and reinforce the strategic rationale for the combination, reflecting ongoing operational execution alongside merger preparation.

About Volato

Volato Group, Inc. (NYSE:SOAR) is a technology company focused on building scalable software and data solutions that improve the reliability and intelligence of high-stakes business decisions. The Company's existing Parslee Document Intelligence platform enhances the performance of leading large language models (LLMs) by adding deterministic structure and auditability to complex documents such as contracts and SEC filings. Through its proposed merger with M2i Global, Volato is expanding into the critical minerals sector—leveraging its software expertise to bring greater transparency, traceability, and operational intelligence to supply chains essential for U.S. national security and advanced technologies. For more information visit www.flyvolato.com.

About M2i Global, Inc.

M2i Global, Inc. integrates people, technology, and solutions from across sectors to ensure access to critical minerals and metals for national defense and economic security. M2i Global aims to establish a Critical Mineral Reserve, creating a resilient supply chain that addresses the global shortage of essential minerals and metals. For more information, please visit: www.m2i.global.

Additional Information about the Proposed Transaction and Where to Find It

This communication relates to a potential transaction (the "Transaction") involving M2i Global and Volato. Volato filed with the SEC a Current Report on Form 8-K with respect to the execution of the definitive agreement and a Registration Statement on Form S-4 (File No. 333-292132) (the "Registration Statement"), which includes a preliminary proxy statement/prospectus. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Volato or M2i Global has filed or will file with the SEC or send to its shareholders or investors in connection with the potential Transaction. This document does not contain all the information that should be considered concerning the potential Transaction and other matters and is not intended to form the basis for any investment decision or any other decision in respect of such matters.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, VOLATO'S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY VOLATO WITH THE SEC IN CONNECTION WITH THE POTENTIAL TRANSACTION, OR INCORPORATED BY REFERENCE THEREIN, IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE POTENTIAL TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL TRANSACTION AND THE PARTIES TO THE POTENTIAL TRANSACTION.

After the Registration Statement is declared effective, the definitive proxy statement will be mailed to shareholders of Volato as of the final record date established for voting on the potential Transaction. Additionally, Volato will file other relevant materials with the SEC in connection with the potential Transaction. Copies of the Registration Statement, the definitive proxy statement/final prospectus, and all other relevant materials for the potential Transaction filed, or that will be filed, with the SEC may be obtained, when available, free of charge at the SEC's website at www.sec.gov. Volato's shareholders may also obtain copies of the definitive proxy statement/prospectus, when available, without charge, by directing a request to Volato at 1954 Airport Road, Suite 124, Chamblee, GA 30341, or by telephone at (844) 399-8998.

Participants in the Solicitation of Proxies

Volato, M2i Global, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Volato's shareholders in connection with the proposed Transaction. Volato's shareholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed Transaction of Volato's directors and officers in Volato's filings with the SEC, including Volato's annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Volato's shareholders in connection with the proposed Transaction and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed Transaction when it becomes available. Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the potential Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed Transaction is expected to be implemented solely pursuant to the legally binding definitive agreement which was filed as an exhibit to the Current Report on Form 8-K filed by Volato with the SEC on July 29, 2025, and which contains the material terms and conditions of the proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. Forward-looking statements provide management or the Board's current expectations or predictions of future conditions, events, or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, Volato disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond Volato's control, that are described in Volato's periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent reports filed with the SEC, and other factors that Volato may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

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For Media:

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