Volato Group, Inc. 8-K

What Happened

• Volato Group, Inc. (SOAR) announced on April 16–17, 2026 that it entered into Share Exchange Agreements with investors who are shareholders of M2i Global, Inc. (OTCQB: MTWO). Under the Agreements, Volato agreed to issue an aggregate of 5,407,499 shares of its Class A common stock in exchange for an aggregate of 48,044,912 shares of M2i Global common stock. The parties assigned implied values of $0.0304 per M2i share and $0.2701 per Volato share. The investors named include Charcoal Hill Family Limited Partnership, Douglas Cole, and Clearthink Capital Partners, LLC.

Key Details

• Volato issued 5,407,499 Class A common shares to acquire 48,044,912 M2i Global shares.
• Implied valuation: $0.0304 per M2i share; $0.2701 per Volato share.
• The Volato shares were issued without SEC registration; Volato committed to filing a registration statement to register resale no later than 60 days after issuance.
• The company relied on Section 4(a)(2) and Regulation D exemptions; investors represented they are accredited investors. A form of the Share Exchange Agreement is filed as Exhibit 10.1.

Why It Matters

• This is a material transaction that increases Volato’s holding of M2i Global stock and expands its issued share count by ~5.4 million Class A shares, which can affect ownership percentages and potential dilution for existing Volato shareholders.
• The newly issued Volato shares are currently unregistered and restricted from immediate public resale, though the company has committed to file for registration within 60 days. Investors should monitor the registration filing and any subsequent resale activity that could impact share supply and trading.
• The deal provides transparent per‑share implied pricing for both companies' stock, giving investors concrete valuation data to consider when assessing the transaction’s impact.