Volato Group Confirms It Fully Utilizes Capacity Available Under At-The-Market Equity Offering And Eliminates All Convertible Notes Outstanding

No Dilutive Convertible Notes or ATM Capacity Remains Since Mid-April

Volato Group, Inc. (NYSE:SOAR) (the "Company" or "Volato") today confirmed that it has fully utilized the capacity available under its at-the-market equity offering (the "ATM") and has eliminated all convertible notes outstanding under its previously disclosed facility (the "Convertible Note Facility").

ATM Capacity Fully Utilized. As referenced in the Company's press release issued on May 18, 2026 regarding its $5.5 million pro-forma cash balance at March 31, 2026, all Class A common shares registered for sale under the ATM prospectus supplement filed on March 30, 2026 have been sold, with final sales completed in April 2026. The Company has no further capacity to sell shares under the ATM at this time due to the limitations contained within General Instruction I.B.6 to Form S-3.

Convertible Debt Eliminated. As previously announced on April 14, 2026, the last remaining convertible note outstanding under the Convertible Note Facility was converted into equity, reducing the outstanding balance under the facility to zero. The Company has no current intention to draw down any additional convertible notes under the facility.

Strengthened Capital Structure. As announced on May 18, 2026, Volato's pro-forma cash balance was $5.5 million on March 31, 2026, equating to $0.14 of cash per share. The Company believes its current cash position, combined with the elimination of its convertible note balance and the completion of the ATM raise, has simplified and materially strengthened its capital structure ahead of the planned merger closing.

Volato's previously announced merger with M2i Global (OTCQB:MTWO) has been approved by both companies' shareholders and is expected to close in the second quarter of 2026, subject to the satisfaction (or waiver) of remaining customary closing conditions.