On July 28, 2025, Volato Group, Inc. (NYSE American: SOAR) and M2i Global, Inc. entered into an Agreement and Plan of Merger and Reorganization. This agreement outlines the specific terms under which M2i Global stockholders would own approximately 85% of the combined company.1
Key terms for M2i Global stockholders include:
- Merger Consideration: Volato will acquire 100% of M2i Global's outstanding equity and equity equivalents in exchange for shares of Volato's Class A common stock. The number of Volato common shares issued will ensure that M2i Global's stockholders collectively own approximately 85% of the total issued and outstanding shares of Volato common stock on an as-converted and fully diluted basis at the closing of the transaction.1
- No Cash Payment: Volato will not be required to make any cash payment to M2i Global or its security holders in connection with the transaction.2
- Conversion of Preferred Stock: Immediately prior to the effective time of the merger, each share of M2i Global Preferred Stock will convert into one share of M2i Global Common Stock and will be included in the calculation of shares exchanged for Volato common stock.1
- Fractional Shares: No fractional shares of Volato Common Stock will be issued. Instead, any holder entitled to a fractional share will receive one full share if the aggregate fractional amount is 0.50 or greater, and no shares if it is less than 0.50, with no cash compensation for the eliminated fractional share.1
- Merger Structure: The transaction is structured as a reverse triangular merger, with M2i Global surviving as a wholly-owned subsidiary of Volato.2
This strategic combination aims to create a dual-platform public company focused on critical minerals infrastructure and aviation software and travel platforms.2
