10-K: Volato Group Reports Profit, Strategic Shift Amidst Merger Plans

Sentiment:

Annual Report 12 March 2026 4:56 PM

Volato Group, Inc. reported a significant financial turnaround in 2025 with net income and operating income, driven by aircraft sales and software growth, while also announcing a transformative merger with M2i Global, Inc.

Delay expectedThe delivery of the fourth Gulfstream G280 aircraft was delayed from its original timeline to the fourth quarter of 2025.The merger agreement with M2i Global Inc. was amended on January 19, 2026, to extend the end date to March 31, 2026.

Capital raiseIssued convertible promissory notes totaling $6.0 million in 2025 across three tranches (Second, Third, and Fourth).Entered into an At-The-Market (ATM) Sales Agreement on December 5, 2025, to sell up to $9.3 million in Class A Common Stock from time to time.Management explicitly stated the company expects to fund 2026 operations through cash on hand, operations, convertible notes, and potentially additional equity or debt securities sales.

Better than expectedNet income of $5.2 million in 2025 compared to a net loss of $40.6 million in 2024, indicating a significant financial turnaround.Operating income of $4.0 million in 2025 compared to an operating loss of $8.6 million in 2024, demonstrating improved operational efficiency.Total revenue increased by 101% to $78.6 million in 2025, reflecting strong growth in aircraft sales and subscription services.Regained compliance with NYSE American Minimum Stockholders Equity Requirements by December 18, 2025, resolving a key listing concern.

Summary

Volato Group, Inc. reported total revenue of $78.6 million for the fiscal year ended December 31, 2025, a 101% increase from $39.1 million in 2024.
The company achieved an operating income of $4.0 million in 2025, a substantial improvement from an operating loss of $8.6 million in 2024.
Net income for 2025 was $5.2 million, reversing a net loss of $40.6 million in 2024.
The increase in revenue was primarily due to a $39.0 million rise in aircraft sales, resulting from the delivery of three Gulfstream G280s in 2025.
Subscription-based revenue, mainly from the Vaunt platform, increased by $0.5 million to $1.459 million in 2025, with Vaunt surpassing 190,000 app downloads and completing 1,145 flights.
Volato has strategically transitioned its aircraft ownership program fleet operations to flyExclusive, Inc. to focus on aircraft sales and proprietary software.
The company entered into a Merger Agreement with M2i Global, Inc. on July 28, 2025, which, if consummated, is expected to result in M2i stockholders owning approximately 85% of the combined company.
Parslee, an enterprise AI platform, launched in September 2025 and secured its first paying pilot programs with external customers.
Volato regained compliance with NYSE American's Minimum Stockholders Equity Requirements by December 18, 2025.
Despite the positive financial results, the company's independent registered public accounting firm included an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern due to recurring losses, negative historical cash flows from operating activities, and a significant accumulated deficit of $100.8 million as of December 31, 2025.
Material weaknesses in internal control over financial reporting were identified as of December 31, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a mixed but generally positive report, showing a significant financial turnaround and strategic pivot, but tempered by ongoing going concern doubts and substantial dilution from the proposed merger.

Positives

Achieved net income of $5.2 million in 2025, a significant turnaround from a $40.6 million net loss in 2024.
Reported operating income of $4.0 million in 2025, compared to an $8.6 million operating loss in the prior year.
Total revenue increased by 101% to $78.6 million in 2025, primarily driven by strong aircraft sales.
Subscription revenue from the Vaunt platform grew by 60% to $1.459 million, with 190,000 app downloads and 1,145 flights completed in 2025.
Successfully transitioned aircraft ownership program fleet operations to flyExclusive, leading to substantial cost savings and a focus on high-growth areas like software and aircraft sales.
Launched Parslee, an enterprise AI platform, which secured its first paying pilot programs in Q3 2025.
Regained compliance with NYSE American's Minimum Stockholders Equity Requirements by December 18, 2025, ensuring continued listing.

Negatives

The independent auditor expressed substantial doubt about the company's ability to continue as a going concern due to recurring losses, negative historical cash flows from operations, and an accumulated deficit of $100.8 million as of December 31, 2025.
Identified material weaknesses in internal control over financial reporting as of December 31, 2025, which could affect financial reporting accuracy and investor confidence.
The proposed merger with M2i Global, Inc. is expected to result in M2i stockholders owning approximately 85% of the combined company, indicating significant dilution for current Volato shareholders.
The Parslee platform relies on third-party AI services, introducing risks related to availability, pricing, performance, and data security.
The company faces risks from the volatile private aviation industry, including changes in consumer preferences, discretionary spending, and external factors like geopolitical events or economic downturns.
Significant debt financing obligations and the potential for further dilution from convertible notes and an at-the-market (ATM) program remain concerns.
The management team has limited experience managing a public company, which could strain resources and divert attention.

Risks

The company has a limited operating history and history of net losses, and may continue to experience net losses in the future.
There is substantial doubt about the company's ability to continue as a going concern if it is not successful in securing additional sources of capital.
The company may not be able to successfully implement its growth strategies, including attracting new customers, expanding markets, and developing new products.
Substantial additional funding may be required to finance operations, and adequate financing may not be available on commercially acceptable terms or at all.
The aviation business is dependent on third-party operators (like flyExclusive) to provide flights, and disruptions could increase costs and adversely affect operations.
The Parslee platform depends on third-party artificial intelligence services, and changes in their availability, pricing, or performance could adversely affect the business.
Reliance on information technology systems means cyber-based attacks could disrupt services, increase overhead costs, decrease revenues, and harm reputation.
System failures, defects, errors, or vulnerabilities in the company's or third-party technology systems could harm its reputation and brand.
Reliance on third parties for mobile and web application distribution (e.g., Apple App Store, Google Play) and software provision could be adversely affected by interference from these parties.
Inability to adequately protect intellectual property interests or being found to infringe on others' IP could incur significant expense.
Future acquisitions, as part of the growth strategy, could disrupt the business and have an adverse impact on financial condition.
Privacy concerns related to software collecting and storing personal information could result in additional costs and liabilities.
Noncompliance with the Telephone Consumer Protection Act (TCPA) and similar state laws in marketing activities could result in significant financial exposure.
Contractual obligations, including debt financing, could impair liquidity and harm business, results of operations, and financial condition.
Stockholders may experience dilution due to the issuance of additional shares of Common Stock upon the conversion of certain convertible notes, especially at a discount to market prices.
Failure to comply with NYSE American continued listing requirements could lead to delisting, limiting investors' ability to trade shares.
Future issuances of Common Stock could dilute existing stockholders and adversely affect the market price.
Sales of Common Stock, or the perception of such sales, could cause the market price to decline.
Anti-takeover provisions in the company's Charter and applicable laws could impair a takeover attempt.
The Certificate of Incorporation designates specific courts as the exclusive forum for substantially all stockholder litigation matters, which could limit stockholders' ability to obtain a favorable forum.
The management team has limited experience managing a public company, potentially straining resources and diverting attention.
The requirements of being a public company may strain resources, divert management's attention, and affect the ability to attract and retain qualified board members.
Stockholders may face additional risks and uncertainties because the company became publicly traded via a business combination rather than a traditional underwritten initial public offering.
If securities or industry analysts do not publish research or reports, change recommendations, or if operating results do not meet expectations, the Common Stock price and trading volume could decline.
As an emerging growth company, taking advantage of JOBS Act exemptions may make financial statements less comparable to other public companies.

Future Outlook

The company does not expect to take delivery of additional aircraft in 2026. It intends to fund its operations in 2026 through existing cash, cash from operations, proceeds from future convertible notes under the Securities Purchase Agreement, and potentially additional sales of equity or debt securities. The proposed merger with M2i Global, Inc. aims to expand the company into the critical minerals sector, leveraging its software expertise. The Parslee AI platform is in early commercial development, and there is no assurance of broader commercial adoption or material revenue generation.

Management Comments

Management believes that its current cash position, along with proceeds from future debt and/or equity financings, when combined with prudent expense management, will allow the Company to continue as a going concern and to fund its operations for at least one year from the date of this Annual Report.

Industry Context

StockSavvy.ai notes that the private aviation industry has historically been characterized by a lack of innovation, facing significant challenges in asset utilization, operational complexity, and customer service. Volato's proprietary software platforms, Mission Control and Vaunt, are designed to directly address these inefficiencies, positioning the company as an innovator in aviation technology. The Vaunt platform specifically targets the monetization of 'empty leg' repositioning flights, which typically account for 30-40% of all flight activity for floating fleet operators. The proposed merger with M2i Global, Inc. represents a significant diversification strategy, aiming to leverage Volato's software expertise to enhance transparency, traceability, and operational intelligence within the critical minerals supply chain, a sector vital for U.S. national security and advanced technologies.

Comparison to Industry Standards

The filing does not provide specific comparable companies, projects, or detailed industry benchmarks to assess Volato's financial results or operational performance against global standards. It generally refers to 'traditional third-party software solutions' as inadequate without naming specific competitors or their performance metrics.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Authorized Capital Stock	The Charter authorizes 201,000,000 shares, consisting of 200,000,000 shares of Class A Common Stock ($0.0001 par value) and 1,000,000 shares of Preferred Stock ($0.0001 par value).	October 28, 2024	Provides flexibility for future equity issuances for corporate finance, acquisitions, and employee benefit plans, but also potential for dilution and anti-takeover effects if preferred stock is issued.
Voting Power Limitations	The Charter contains qualified limitations on the voting power of non-U.S. Citizens, capping their aggregate votes at 24.9% of all outstanding equity securities.	N/A	Ensures compliance with U.S. aviation laws and potentially limits foreign influence on corporate control.
Board Structure and Removal	The Board is classified into three terms, with directors generally serving three years. Directors can only be removed for cause by an affirmative vote of at least two-thirds of the voting power of all outstanding capital stock. At least two-thirds of directors must be U.S. citizens.	N/A	Makes it more difficult for stockholders to change board composition or effect a takeover, promoting continuity of management and compliance with aviation laws.
Special Stockholder Meetings	Only the Chairperson of the Board, the CEO, or the Board may call special meetings of stockholders.	N/A	Limits stockholders' ability to force consideration of proposals or take action, including director removal, outside of annual meetings.
Advance Notice Requirements	Bylaws require stockholders to provide timely notice (90-120 days prior to the annual meeting anniversary) for proposals or director nominations.	N/A	Discourages last-minute challenges to management or board nominations.
Supermajority Amendment Requirements	Affirmative vote of at least two-thirds of the voting power of outstanding capital stock is required to amend certain Charter provisions (e.g., classified board, director removal, special meetings).	N/A	Provides strong protection against hostile takeovers or significant changes to corporate structure without broad consensus.
Board Vacancies	Vacancies or newly created directorships are filled by a majority vote of directors then in office, not by stockholders.	N/A	Prevents stockholders from increasing board size to gain control and promotes continuity of management.
Exclusive Forum Selection	The Charter designates the Delaware Court of Chancery (or federal district court of Delaware) as the exclusive forum for certain internal corporate claims, and federal district courts for Securities Act claims.	N/A	May limit stockholders' ability to choose a favorable judicial forum, potentially discouraging certain lawsuits against the company or its management.
DGCL Section 203 Applicability	The company is subject to Section 203 of the Delaware General Corporation Law, which restricts business combinations with interested stockholders for a three-year period.	N/A	Acts as an anti-takeover provision, encouraging potential acquirers to negotiate with the Board.
Indemnification of Directors and Officers	Directors and officers are indemnified and advanced expenses to the fullest extent permitted by DGCL, with limitations for intentional misconduct, fraud, or knowing violation of law.	N/A	May discourage lawsuits against directors and officers for breach of fiduciary duties, potentially reducing litigation but also affecting shareholder recourse.
Internal Control Over Financial Reporting	Management identified material weaknesses in internal control over financial reporting as of December 31, 2025, including lack of formal policies, insufficient technical accounting competency, and inadequate segregation of duties.	December 31, 2025	Indicates a risk of material misstatements in financial statements and could adversely affect investor confidence and stock price if not remediated.

Legal Proceedings

The company is currently a defendant in various litigation matters incidental to its business, including suits brought by vendors, customers, and those related to the transfer of flight operations and leases to flyExclusive.
A lawsuit was filed on September 12, 2024, in the U.S. District Court, Middle District of Florida, alleging that the termination of 230 employees on August 30, 2024, violated the Worker Adjustment and Retraining Notification Act (WARN Act). Plaintiffs are seeking unpaid wages, benefits, and other relief. The company denies all allegations, and the current range of loss cannot be estimated.

Related Party Transactions

Liotta Family Office, LLC (owned 20% by the CEO, 60% by CEO's father, and 20% by CEO's brother) had a $1.0 million promissory note with the company, which was paid in full in April 2024.
The company historically facilitated the formation of limited liability companies (Plane Cos) funded by third-party members for aircraft purchases. In October 2024, Volato sold all its interest in the Plane Cos to flyExclusive.

Stakeholder Impact

Shareholders face potential significant dilution from the proposed merger with M2i Global, Inc., where M2i stockholders are expected to own approximately 85% of the combined company. Further dilution is possible from convertible notes and the ATM sales program. However, regaining NYSE listing compliance is positive for market access.
Employees: The company had 13 full-time employees as of March 3, 2026. A lawsuit regarding the termination of 230 employees in August 2024 under the WARN Act indicates potential liabilities and impacts on former employees.
Customers: The Vaunt platform aims to provide affordable access to private aviation, potentially benefiting a broader customer demographic. The reliance on third-party operators for flights introduces service continuity risks.
Creditors: The company has significant debt financing obligations, but the return to net income and positive cash flow from operating activities in 2025 could improve its creditworthiness and ability to meet obligations. The substantial doubt about going concern status remains a concern for creditors.

Next Steps

The proposed merger with M2i Global, Inc. is subject to approval by both companies' stockholders and other customary closing conditions, with an extended end date of March 31, 2026.
The company plans to continue funding its operations in 2026 through cash on hand, cash from operations, further issuances of convertible promissory notes, and potential additional sales of equity or debt securities.
Remediation efforts for the identified material weaknesses in internal control over financial reporting are ongoing.
There is a remaining $700,000 in assets that may be sold to flyExclusive under the terms of the amended Aircraft Management Services Agreement.

Key Dates

Date	Description
January 7, 2021	Volato, Inc. was founded.
August 2021	Delivery of the company's first HondaJet.
October 2021	Completed the first Part 135 charter flight.
March 2022	Acquired Gulf Coast Aviation, Inc. and placed orders for four Gulfstream G280s.
September 2022	Began internal development of the Mission Control software platform.
August 1, 2023	Volato, Inc. and PROOF Acquisition Corp. I (PACI) entered into a Business Combination Agreement.
October 4, 2023	Commercial launch of Vaunt, the proprietary consumer-facing empty leg platform.
December 1, 2023	Business Combination between PACI and Volato Inc. closed; PACI changed its name to Volato Group, Inc. Public warrants became exercisable.
July 2024	The Forward Purchase Agreement was terminated.
August 30, 2024	Termination of employment for 230 employees, subject of a WARN Act lawsuit.
September 2024	Entered an agreement with flyExclusive, Inc. to transition aircraft ownership program fleet operations.
September 12, 2024	Lawsuit filed against Volato Group, Inc. and Volato, Inc. alleging WARN Act violations.
Q4 2024	Transferred aircraft lease agreements to flyExclusive.
December 4, 2024	Entered into a Securities Purchase Agreement and issued the first tranche of Convertible Notes for $4.5 million principal amount.
December 16, 2024	U.S. Patent Application No. 18/982,210, titled Systems and Methods for Performing Airborne Crypto Mining, was filed.
January 2025	Delivery of the second Gulfstream G280 aircraft.
February 24, 2025	Effected a 1-for-25 reverse stock split of its Class A common stock.
March 20, 2025	Sold former subsidiary GC Aviation, Inc., which holds the FAA Part 135 certificate, for $2.0 million.
April 2025	Delivery of the third Gulfstream G280 aircraft.
June 13, 2025	Issued the second tranche Convertible Note for $1.5 million principal amount.
July 21, 2025	Issued the third tranche Convertible Note for $3.0 million principal amount; 2025 Stock Incentive Plan was approved.
July 28, 2025	Entered into an Agreement and Plan of Merger and Reorganization with M2i Global, Inc.
September 2025	Launched Parslee, an enterprise AI-based software platform, and entered its first paying pilot programs.
October 1, 2025	Entered into a Fourth Amendment to the Aircraft Management Services Agreement with flyExclusive.
October 16, 2025	Issued the fourth tranche Convertible Note for $2.22 million principal amount.
Q4 2025	Delivery of the fourth Gulfstream G280 aircraft.
December 5, 2025	Entered into an Equity Distribution Agreement (ATM Sales Agreement) with Virtu Americas LLC to sell up to $9.3 million in Class A Common Stock.
December 16, 2025	Announced a stock dividend of shares of flyExclusive stock to Volato shareholders of record as of December 26, 2025.
December 18, 2025	Received a letter from NYSE Regulation confirming regained compliance with all NYSE American continued listing standards.
December 31, 2025	Fiscal year ended.
January 2026	The dividend of 432,099 shares of Class A common stock of flyExclusive to Volato shareholders was effected.
January 19, 2026	Entered into the first Amendment to the merger agreement with M2i Global Inc., extending the end date to March 31, 2026.
March 3, 2026	Reported 13 full-time employees and approximately 450 holders of record of Common Stock.
March 6, 2026	Signed amendment number five to the Agreement with flyExclusive, selling certain unused intellectual property assets for $1.3 million.
March 10, 2026	$2.5 million of principal and interest on the Third Tranche note was converted into 7,406,489 shares of common stock.
December 1, 2028	Public and private warrants expire.

Recommendation

hold

The company has demonstrated a significant financial turnaround in 2025, achieving net income and operating income after substantial losses, and successfully resolved NYSE listing compliance issues. The strategic pivot towards software and aircraft sales, coupled with the growth of the Vaunt platform and the launch of Parslee, indicates potential for future value creation. However, the substantial doubt about its going concern status, material weaknesses in internal controls, and the highly dilutive nature of the proposed M2i merger (where current shareholders would own only 15% of the combined entity) introduce considerable uncertainty and risk. A 'Hold' recommendation reflects the positive operational shifts and financial improvements, balanced against the significant risks and potential dilution that could impact shareholder value.

Keywords

Volato Group, private aviation, aviation technology, SEC filing, 10-K, financial report, Vaunt, Parslee, AI platform, empty leg flights, aircraft sales, M2i Global, merger, corporate governance, risk management, NYSE American, SOAR

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