{"url_path":"/sec/soar/8-k/2026-06-05/item-1-02","section_key":"item-1-02","section_title":"Item 1.02 Termination of a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-027518-index.html","accession_number":"0001493152-26-027518","cik":"0001853070","ticker":"SOAR","issuer_name":"Volato Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-027518-index.html","primary_entity_key":"0001853070","primary_entity_name":"Volato Group, Inc."},"word_count":733,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n** **\n\n**Item\n1.02 Termination of a Material Definitive Agreement**\n\n** **\n\nAs\npreviously disclosed, on July 28, 2025, Volato Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement\nand Plan of Merger and Reorganization (as subsequently amended, the “Merger Agreement”) with Volato Merger Subsidiary, Inc.,\na Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and M2i Global, Inc., a Nevada corporation\n(“M2i Global”), pursuant to which Merger Sub would merge with and into M2i Global, with M2i Global surviving the merger as\na wholly-owned subsidiary of the Company.\n\n \n\nOn\nJune 4, 2026, the Company delivered written notice to M2i Global terminating the Merger Agreement pursuant to Section 10.1 thereof and\nabandoning the transactions contemplated thereby. Under the Merger Agreement, the merger was required to be consummated by an outside\ndate of March 31, 2026 (as extended pursuant to Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated January 19,\n2026), and the merger was not consummated by that date. The Company did not incur, and will not incur, any termination fee or penalty\nin connection with the termination of the Merger Agreement. The termination of the Merger Agreement shall have the effects set forth\nin Section 10.2 thereof.\n\n \n\nThe\nCompany terminated the Merger Agreement as part of its evaluation of strategic alternatives. In connection with that process, the Company\nhas received and is evaluating unsolicited letters of intent, that the Company believes may provide greater value to its shareholders\nthan the transactions contemplated by the Merger Agreement.\n\n \n\nThe\nCompany intends to continue evaluating other possible strategic transactions and opportunities to enhance shareholder value. However,\nthere can be no assurance that any such discussions, evaluations or efforts will result in a definitive agreement or completed transaction.\n\n \n\n**Forward\nLooking Statements**\n\n** **\n\nThis\nCurrent Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal\nsecurities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements\ncan be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation\nof words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”\n“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”\n“will,” “should,” “goal,” “could” or “may” or other similar expressions.\nForward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,\nor results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking\nstatements, including statements regarding the Company’s evaluation of potential strategic transactions and the expected effects\nof the termination of the Merger Agreement. All forward-looking statements speak only as of the date they are made and reflect the Company’s\ngood faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, Volato disclaims\nany obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking\nstatements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking\nstatements. Factors that might cause such differences include, but are not limited to, the risk that the Company may be unable to identify\nor consummate an alternative strategic transaction on acceptable terms or at all, the risk that the termination of the Merger Agreement\nmay adversely affect the Company’s business, financial condition or stock price, the risk that the Company may not be able to maintain\ncompliance with all continued listing requirements of NYSE American, and a variety of economic, competitive, and regulatory factors,\nmany of which are beyond Volato’s control, that are described in Volato’s periodic reports filed with the SEC, including\nits Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent reports filed with the SEC, and other factors\nthat Volato may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or\nidentify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.\n\n \n\n \n\n \n\n** **\n\n**SIGNATURES**\n\n** **\n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\nDate:\nJune 5, 2026\n\n \n\n \n**Volato\nGroup, Inc.**\n\n \n \n \n\n \nBy:\n*/s/\nMark Heinen*\n\n \nName:\nMark\nHeinen\n\n \nTitle:\nChief\nFinancial Officer"}