Volato Group, Inc. (SOAR) filed a Form S‑4 registration statement with the U.S. Securities and Exchange Commission on December 15 2025, marking a decisive step toward closing its all‑stock merger with M2i Global, Inc. (OTCQB: MTWO). The filing satisfies a critical closing condition of the July 28 2025 merger agreement and confirms that the SEC has completed its review of Volato’s confidential submission.
Volato’s balance sheet has improved markedly since the end of the first quarter. Total liabilities fell from $20.1 million on June 30 2025 to $9.5 million on September 30 2025, a reduction of $10.6 million that meets the debt‑related closing requirement. Stockholders’ equity rose to $4.1 million on September 30, up from $2.8 million on June 30, restoring compliance with NYSE American’s continued listing standards and providing a stronger capital base for the combined entity.
The merger positions Volato in the U.S. critical‑minerals market, which was valued at approximately $328 billion in 2024 and is projected to grow substantially. By combining Volato’s aviation‑software platform with M2i Global’s expertise in critical‑minerals supply‑chain technology, the new company will offer end‑to‑end solutions that enhance transparency and traceability—capabilities that are increasingly demanded by government agencies and defense contractors.
The SEC’s review was expedited after the federal government reopened following the shutdown that ended on December 13 2025. M2i Global shareholders approved the merger on December 14 2025, clearing the final regulatory and shareholder hurdle. The timing of the approval underscores the urgency of the transaction and the confidence of both parties in the strategic fit.
CFO Mark Heinen said the S‑4 filing “marks another important milestone toward closing. With the SEC review process back on track following the government reopening, we expect to achieve a first‑quarter 2026 closing.” CEO Major General (Ret.) Alberto C. Rosende added that the merger “will create a platform that promotes secure, transparent, and sustainable supply chains vital to national and economic security.” The comments highlight the companies’ belief that the combined entity will be well positioned to capture growth in a high‑growth, high‑security market.
The parties now anticipate closing the transaction in the first quarter of 2026, subject to remaining regulatory reviews and shareholder approvals. The merger will transform Volato’s business mix, adding critical‑minerals technology to its aviation software portfolio and potentially reshaping its revenue mix and long‑term growth trajectory.
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