Volato Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement.
On April 16, 2026, Volato Group, Inc., a Delaware corporation (the “Company”), entered into Share Exchange Agreements with Charcoal Hill Family Limited Partnership, a Nevada limited partnership, and Douglas Cole. On April 17, 2026, the Company entered into an additional Share Exchange Agreement (all Share Exchange Agreements collectively, the “Agreements”) with Clearthink Capital Partners, LLC, a Delaware limited liability company, (all investors collectively, the “Investors”). The Investors are shareholders of M2i Global, Inc., a Nevada corporation (“M2i Global”), whose common stock is publicly traded on the OTCQB Venture Market of OTC Markets Group, Inc. under the symbol “MTWO”. Pursuant to the Agreements, the Company agreed to issue an aggregate of 5,407,499 shares of the Company’s Class A common stock (the “Volato Shares”) to the Investors in exchange for an aggregate of 48,044,912 shares of M2i Global common stock (the “M2i Shares”), with an implied value of $0.0304 per share for the M2i Shares and $0.2701 per share for the Volato Shares.
The Volato Shares issued to the Investors have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has agreed to promptly, but in no event later than sixty (60) days following the issuance of the Volato Shares, file a registration statement with the Securities and Exchange Commission for the purpose of registering the resale of the Volato Shares.
The Agreements contain customary representations, warranties, agreements and obligations of the parties. Among other things, the Investors represented to the Company that they are each an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company offered and issued the Volato Shares in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreements, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Share Exchange Agreement, dated April 2026, between the Company and certain shareholders of M2i Global, Inc. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 21, 2026 | ||
| Volato Group, Inc. | ||
| By: | /s/ Mark Heinen | |
| Name: | Mark Heinen | |
| Title: | Chief Financial Officer | |