Volato Group, Inc.

ITEM 1A. RISK FACTORS

In Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (the 201524 Form 10-K) we identify certain risks and uncertainties to which the Company and its business is subject. Included in that report we identified certain risks related to potential acquisitions the Company may seek to effect under the risk factor entitled As part of our growth strategy, we may engage in future acquisitions that could disrupt our business and have an adverse impact on our financial condition. On July 28, 2025 we entered into an Agreement and Plan of Merger and Reorganization (tthe Merger Agreement) with M2i Global, Inc., a Nevada corporation (erger Sub and M2i Global), pursuant to which M2i Global would become a wholly owned subsidiary upon completion of the transaction (together with all other transactions contemplated by the Merger Agreement, the Merger)erger Sub will merge with and into M2i, with M2i surviving the Merger as a wholly-owned subsidiary of Volato. In addition, the risk factors identified in our 20254 Form 10-K, the potential Merger gives rise to additional factors including:

Neithe risk thatr Volato nor M2i can be sure if or when the Merger may not will be completed on t.

The anticipated timeline or at all;

the failure to satisfy any of closing is subject to approval by the conditions to the consummation of Volato stockholders and the Merger, including the receipt of2i stockholders. Failure to obtain these approval by ts would prevent the Companysclosing.

Volato stockholders; the approval of the lis will experience significant ownership and voting of the combinedpower dilution in company nnection the NYSE American LLC with the Merger and the Company having net debt of not moremay not realize a benefit from than $10,000,000 at the closing;

te Merger commensurate with that dilution.

The occurrence of anyMerger may be completed even though certain event, change s occur prior oto ther circumstance or condition closing that could give rise to the termination of the Merger Agreement;

tmaterially and adversely affect Volato or M2i.

The effectofficers and directors of theVolato announcement or pendency of d M2i have interests in the Merger on the Companys business relationships, operating that may be different from or in addition to, the interesults aof Volato and businessM2i stockholders generally;

risks that the pendency.

Certain provisions of the Merger disrupts the Companys currAgreement plans and operations;

risks that the pendency of the Merger disrupts the Companys ability to retain and hire key personnel and maintain relationships with kemay discourage third parties from submitting alternative takeover proposals, including proposals that may business partners and customers, and others with whom it does business;

risks related to diverting manage superior to the arrangements or contemployees attention during the pendency of ated by the Merger from tAgreement.

The Companys ongoing busmarket price of Volato Common Stock may decliness operations;

 and the amountvalue of costs, fees, charges or expenses M2is securities may be adversely affected as a resulting from of the Merger;

the nature, cost and outcome of potential litigation relating toannouncement and pendency of the Merger;

risks that the benefits of .

If the Merger areis not realized when or as expected;

following the Merger the Companys businesscompleted, the Volato Board may decide to pursue a dissolution and affairs would beliquidation of Volato. In subject to risks attendant to tch an event, the operationsamount of Mi2 (which differ from, and would be in addicash available for distribution to, those of the Company currently);

the possibility that its stockholders will depend heavily on the Company could, following the Merger, engage in opertiming of such liquidational or o as well as ther changes amount of cash that could will need to be result in meaningful appreciation in its value;

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erved for commitments and contingent liabilities.

the fact that, under the terms ofLitigation relating to the Merger Agreement, the Company is restrained from soliciting other acquisition proposals;could require Volato or M2i to incur significant costs and

the risk that the price of the Companys common stock may fluctuate during the pendenc suffer management distraction and could delay of r enjoin the Merger and .

Volato or M2i may decliwaive one significantly if the Merger is not completedor more of the closing conditions without re-soliciting stockholder approval.

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Otherwise, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025.

 Form 10-K. Investors should review the risks provided in the 2024 Form 10-K prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the 2024 Form 10-K, any one or more of which could, directly or indirectly, cause the Companys actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Companys business, financial condition, operating results and stock price.