--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-022304" form_type: "8-K" ticker: "SOAR" cik: "0001853070" company_name: "Volato Group, Inc." filed_at: "2026-05-11T21:31:04+00:00" generated_at: "2026-05-11T21:34:18.787800+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Volato shareholders approve M2i Global merger with 99% vote; close in Q2 2026 ## Summary - 99% of votes cast at special meeting approved merger with M2i Global; 15.1M shares (40% of eligible) represented. - Existing M2i Global shareholders expected to own ~85% of combined company; Volato shareholders ~15% (fully diluted). - Company to be renamed M2i Global, Inc.; seven directors elected for staggered terms on combined board. - Also approved reverse stock split (1:2 to 1:25), 2026 Stock Incentive Plan, and stock issuance for merger consideration. - Combined company targets critical minerals market ($400B in 2025); closing expected by end of Q2 2026 subject to conditions. ## SEC filing metadata - accession: 0001493152-26-022304 - form_type: 8-K - ticker: SOAR - cik: 0001853070 - company_name: Volato Group, Inc. - filed_at: 2026-05-11T21:31:04+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/0001493152-26-022304-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-022304 - JSON: https://secwatch.observer/filing/0001493152-26-022304.json - Plain text: https://secwatch.observer/filing/0001493152-26-022304.txt ## Key facts - Shareholder Votes Volato Group, Inc. shareholders approved Election of seven directors to serve staggered terms on the Combined Company's board of directors. at the 2026-05-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-07 source text: Proposal 3 - The Election of Directors Proposal A proposal to approve the election of seven directors to serve staggered terms on the Combined Company’s board of directors. Each director nominee was approved and the final voting results were as follows: DIRECTOR FOR AGAINST ABSTAIN BROKER NON VOTES Matt Liotta 12,963,796 9,012 247,794 1,919,968 Alan Gaines 12,971,776 0 248,826 1,919,968 Douglas MacLellan 12,971,555 0 249,047 1,919,968 Michael Sander 12,974,677 0 245,925 1,919,968 Major General (Ret.). Alberto Rosende 12,977,757 0 242,845 1,919,968 Douglas Cole 12,968,220 0 252,382 1,919,968 Anthony Short 12,968,223 0 252,379 1,919,968 evidence_url: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/0001493152-26-022304-index.htm - Shareholder Votes Volato Group, Inc. shareholders approved Approve an amendment to Volato's Second Amended and Restated Certificate of Incorporation to change the Company's name from 'Volato Group, Inc.' to 'M2i Global, Inc.'. at the 2026-05-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-07 source text: Proposal 4 - The Name Change Proposal A proposal to approve an amendment to Volato’s Second Amended and Restated Certificate of Incorporation, which will effect a change in the Company’s name from “Volato Group, Inc.” to “M2i Global, Inc.”. A copy of the proposed name change amendment was attached to the Proxy Statement as Annex B. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES 14,968,822 157,378 14,370 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/0001493152-26-022304-index.htm - Shareholder Votes Volato Group, Inc. shareholders approved Approve and adopt the Merger Agreement between Volato, Merger Sub, and M2i Global, and approve the transactions contemplated by the Merger Agreement, including the Merger. at the 2026-05-07 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2026-05-07 source text: Proposal 1 - The Merger Proposal A proposal to (i) approve and adopt the Merger Agreement between Volato, Merger Sub, and M2i Global, pursuant to which, among other things, Merger Sub will merge with and into M2i Global, with M2i Global surviving as a wholly owned subsidiary of Volato, and (ii) approve the transactions contemplated by the Merger Agreement, including the Merger. A copy of the Merger Agreement was attached to the Proxy Statement as Annex A. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES 13,053,706 158,282 8,614 1,919,968 evidence_url: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/0001493152-26-022304-index.htm - Shareholder Votes Volato Group, Inc. shareholders approved Approve, for the purpose of complying with NYSE American rules, the issuance of 20% or more of the issued and outstanding shares of Volato Common Stock as Merger Consideration pursuant to the Merger Agreement. at the 2026-05-07 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2026-05-07 source text: Proposal 2 - The Stock Issuance Proposal A proposal to approve, for the purpose of complying with the NYSE American LLC Company Guide Sections 712(b) and 713(b), the issuance of 20% or more of the issued and outstanding shares of Volato Common Stock as Merger Consideration pursuant to the Merger Agreement, which will result in a change of control of Volato. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES 12,968,426 227,255 24,921 1,919,968 evidence_url: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/0001493152-26-022304-index.htm - Shareholder Votes Volato Group, Inc. shareholders approved Grant the Board discretion to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between one-for-two and one-for-twenty-five. at the 2026-05-07 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2026-05-07 source text: Proposal 6 - The Reverse Stock Split Proposal A proposal to grant the Volato Board the discretion to amend Volato’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than one-for-two and not greater than one-for-twenty five, with the exact ratio to be set within that range at the discretion of the Volato Board without further approval or authorization of the Volato stockholders. A copy of the proposed reverse stock split amendment was attached to the Proxy Statement as Annex D. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES 14,405,224 603,495 131,851 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/0001493152-26-022304-index.htm - Shareholder Votes Volato Group, Inc. shareholders approved Approve the M2i Global, Inc. 2026 Stock Incentive Plan. at the 2026-05-07 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-07 source text: Proposal 5 - The Stock Incentive Plan Proposal A proposal to approve the M2i Global, Inc. 2026 Stock Incentive Plan. A copy of the M2i Global, Inc. 2026 Stock Incentive Plan was attached to the Proxy Statement as Annex C. This proposal was approved and the final voting results were as follows: FOR AGAINST ABSTAIN BROKER NON VOTES 12,829,822 364,186 26,594 1,919,968 evidence_url: https://www.sec.gov/Archives/edgar/data/1853070/000149315226022304/0001493152-26-022304-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.