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Volato is like a luxury timeshare company, but for private jets.

Think of it as Uber or Lyft, but for booking private jet charters and premium air travel.

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• Fractional Ownership: Owners purchase a share of an aircraft, gaining access to flexible flight hours and a revenue share from chartering their aircraft.
• Aircraft Management: Volato manages private aircraft for owners, handling operational aspects such as maintenance, crew, and regulatory compliance.
• Jet Cards: Clients purchase a block of flight hours in advance, typically offering fixed hourly rates and guaranteed availability.
• Deposit Programs: Customers place funds on deposit with Volato, which can then be used to pay for flight services or other aviation-related expenses.
• Charter Programs: Volato offers on-demand private jet travel where clients can book a flight for a specific itinerary without owning an aircraft or purchasing a membership.

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Volato (SOAR) primarily serves high-net-worth individuals and businesses seeking private aviation solutions. Its major customers fall into the following categories:

• Fractional Aircraft Owners & Aircraft Management Clients: These customers are individuals or companies that have invested in fractional ownership of Volato's HondaJet fleet or utilize Volato for the professional management of their own aircraft. They seek the benefits of private jet ownership, including guaranteed access and potential revenue sharing, without the full operational burden.
• Jet Card & Deposit Program Members: This category includes individuals and businesses who opt for flexible private jet access through pre-purchased flight hours (jet cards) or deposited funds. They value convenience, on-demand availability, and predictable pricing for their private travel requirements without the long-term commitment of ownership.
• Ad-Hoc Charter Clients: These are individuals or businesses who book private jet flights on an as-needed basis, utilizing Volato's charter services for specific trips. They may not have a recurring need for private aviation but require the convenience, privacy, and luxury of a private jet for occasional travel.

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• Honda Motor Co., Ltd. (HMC)

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Matthew Liotta, Chief Executive Officer and Chairman of the Board

Mr. Liotta co-founded Volato and has served as its Chief Executive Officer since its inception. He founded Agrify (NASDAQ: AGFY), an agricultural technology company, in 2016, where he served as President from 2016-2019 and Chief Technology Officer from 2019-2020. Mr. Liotta previously worked for several Silicon Valley venture capital-backed portfolio companies, including gMoney Corporation, Yipes, TeamToolz, and DevX. He also co-founded CEADS, a non-profit organization, in 2019 and served as its President until 2022. Mr. Liotta currently serves as a Director for Fintainium, a cloud-based financial technology company.

Mark Heinen, Chief Financial Officer and Principal Accounting Officer

Mr. Heinen has served as Volato's Chief Financial Officer since November 28, 2023. He brings over 25 years of finance and accounting experience, having previously served as Chief Financial Officer at Better Therapeutics and Better. Prior to that, he held the position of SVP, Global Corporate Controller, and interim Chief Financial Officer at Trintech, Inc. Mr. Heinen began his career in public accounting at PricewaterhouseCoopers. He holds a B.B.A. in accounting and an M.B.A. from the University of Oklahoma and is a certified public accountant.

Michael Prachar, Chief Operating Officer

Mr. Prachar has served as Volato's Chief Operating Officer since February 1, 2022. Before joining Volato, he served as Chief Operating Officer of Big Green IT, an information technology and Microsoft cloud consulting business, from 2015 to 2022. Mr. Prachar's career spans 20 years in operations executive roles within the telecommunications and technology services industries, including Chief Operating Officer of LinkSource Technologies from 2010 to 2015, and President and Chief Operating Officer of Rapid Link, Inc.

Nicholas Cooper, Chief Commercial Officer

Mr. Cooper co-founded Volato and has held various executive officer roles since its inception, currently serving as Chief Commercial Officer. In 2015, he founded Apptuto, a 500 Startups accelerator portfolio company focused on mobile-first consumer edtech, where he was Chief Executive Officer until 2017. Prior to his entrepreneurial career, Mr. Cooper gained experience in investment banking as an Investment Manager at Al Nahdha Investment and Abu Dhabi Capital Group, where he managed Private Equity and Venture Capital portfolios from 2010 to 2015. He was also a Senior Associate at Macquarie Bank from 2003 to 2009.

Gary Waldman, Executive Vice President of Fleet Performance

Mr. Waldman has served as Volato's Executive Vice President of Fleet Performance since December 2022. He has held executive leadership positions at several aviation companies, including XOJET (acquired by Vista Global Holdings), JetSuite, and Jet Edge (acquired by Vista Global Holdings). Mr. Waldman's career also includes co-founding Stellar Labs, a B2B-focused company acquired by Magellan Jets, and SideStep, a travel metasearch company acquired by Kayak.

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The key risks to Volato's business are primarily centered around its financial viability and an ongoing transformative strategic shift.

1. Going Concern and Financial Health Risk: Volato faces significant challenges regarding its ability to continue as a going concern, as highlighted by its auditors. The company has a history of recurring net losses, negative operating cash flow, and a substantial accumulated deficit. Management has explicitly warned that a failure to secure additional capital could necessitate scaling back or discontinuing operations. Its current cash reserves are insufficient to cover long-term liabilities and debt service without external funding, and material weaknesses in financial accounting and internal controls have been identified.
2. Merger and Execution Risk (Strategic Pivot): Volato is undergoing a significant strategic transformation, pivoting from its core private aviation services towards critical-minerals technology through a proposed all-stock merger with M2i Global, Inc. This involves shedding capital-intensive aviation assets. There is substantial execution risk associated with this transformative merger, including the possibility of the deal failing to close or integration efforts proving unsuccessful. The success of this strategic shift is crucial for the company's future direction and viability.
3. Shareholder Dilution Risk: Given Volato's micro-cap status, historical share issuances, and a considerable convertible note facility, there is a significant potential for heavy equity dilution. This ongoing or future dilution can substantially erode the value for existing shareholders.

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Volato (NYSE: SOAR) operates within the private aviation sector, offering services such as fractional ownership, aircraft management, jet cards, deposit, and charter programs. The addressable markets for these services demonstrate significant value, particularly in North America.

Addressable Markets for Volato's Main Products and Services:

• Fractional Ownership:
  • Globally, the fractional aircraft ownership market was valued at approximately $10.8 billion in 2024 and is projected to reach $18.1 billion by 2033, growing at a Compound Annual Growth Rate (CAGR) of 5.7%. Other estimates place the global market at $11.2 billion in 2024, expected to grow to $23.7 billion by 2033.
  • North America is a dominant region within this market, accounting for approximately $6.5 billion in 2024, representing about 60% of the global market share.
• Aircraft Management:
  • The global aircraft management service market size was approximately $5.2 billion in 2023 and is projected to reach $9.7 billion by 2032, with a CAGR of 7.1%.
  • North America holds a substantial share, contributing approximately 35% of the global market in 2023.
• Jet Cards and Deposit Programs:
  • The global Jet Card Membership market size was valued at $10.2 billion in 2024 and is projected to grow to $21.4 billion by 2033, exhibiting a CAGR of 8.7% from 2025.
  • North America is the leading region in the Jet Card Membership market, with a market size of approximately $5.6 billion in 2024.
• Charter Programs:
  • The global private jet charter services market is projected to reach roughly $30 billion by 2033, with a CAGR of 5.8% from 2025. In 2025, the market was estimated at $24.28 billion and is expected to grow to $27.38 billion in 2026, with projections reaching $45.43 billion by 2030 at a CAGR of 13.5%.
  • In the United States, the private jet charter market is valued at $28.9 billion in 2025. The U.S. itself leads this market with a current size of $10 billion. North America held an 81.93% revenue share in the private jet charter services market in 2025.

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Volato Group, Inc. (NYSE American: SOAR) is expected to drive future revenue growth over the next 2-3 years through several key initiatives and existing business expansions.

One primary driver is the company's **strategic pivot into critical-minerals technology through its proposed merger with M2i Global, Inc.** This merger is anticipated to transform Volato by expanding its exposure to the critical-minerals traceability and marketplace services, a fast-growing, policy-driven market with the potential for higher recurring revenue. Volato has already announced collaboration agreements and initiated shipments related to critical minerals, indicating progress in this new venture.

Another significant driver is the **continued growth and expansion of the Vaunt platform**. Vaunt, Volato's subscription platform for connecting travelers to empty leg private flights, has demonstrated strong momentum. It achieved its first cash-positive month in March 2024 and continues to expand its footprint by adding new operator partners and onboarding more customers. The platform has surpassed 190,000 app downloads, completed 1,145 flights in 2025, and generates over $1.5 million in annual recurring revenue, positioning it as a key driver for top-line growth.

**Aircraft sales** also represent a crucial revenue growth driver. Despite a strategic shift to focus on proprietary software and transitioning fleet operations, Volato has continued to take delivery of new aircraft, and management has indicated that aircraft sales are expected to power materially higher revenue in the near term (2025-2026).

Finally, **increased aircraft usage revenue and improved blended yield from its fractional and charter programs** are expected to contribute to future revenue growth. Volato reported a 39% year-over-year growth in flight hours and an 8% improvement in blended yield in the first quarter of 2024. This growth in aircraft usage and an improved demand mix also contributed positively to revenue in previous periods. Although fleet operations were transitioned to flyExclusive, Volato continues to offer its fractional ownership, jet card, deposit, and charter programs, implying ongoing revenue generation from these services.

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Share Issuance

• Volato Group proposes to issue approximately 115.1 million shares of Class A common stock, valued at an estimated $42.5 million, as consideration for its merger with M2i Global, Inc..
• On September 30, 2025, Volato Group issued 1,197,604 shares of Class A common stock, valued at approximately $2 million, in exchange for 16,000,000 shares of M2i Global common stock.
• In December 2023, Volato raised over $60 million in total capital, which included the conversion of convertible debt, $14 million in Series A Preferred Equity financing, and an additional $12 million in private investments, all of which converted to common stock.

Inbound Investments

• In December 2023, the business combination with PROOF Acquisition Corp I (PACI) injected over $60 million in total capital, which comprised $14 million in Series A Preferred Equity financing (since July 2023), $12 million in additional private investments, and the conversion of Volato's convertible debt.
• Volato reduced its total liabilities to $9.5 million as of September 30, 2025, a move that strengthened its balance sheet and met a debt reduction condition for the M2i Global merger agreement.
• The company retains or has access to $10 million to $36 million in 10% OID (original issue discount) convertible notes.

Outbound Investments

• Volato sold its GC Aviation subsidiary for $2 million as part of a strategy to focus on scalable, technology-enhanced solutions and high-growth areas.
• Volato entered into a $1.3 million agreement to monetize unused intellectual property by selling certain legacy intellectual property assets to flyExclusive, Inc., with consideration payable in flyExclusive Class A common stock.

Capital Expenditures

• Capital expenditures were -$211,000 in the last 12 months (as of March 2026), indicating a net inflow of capital from asset sales or adjustments rather than net purchases.
• Volato's strategy includes accelerating its fleet growth. As of December 31, 2023, the company operated a fleet of 24 HondaJets and managed a fleet of 6 aircraft.