Volato Group Inc. - 2026年季度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒As of May 8, 2026, there were 30,903,163 shares of common stock outstanding. VOLATO GROUP, INC.FORM 10-Q Table of Contents Special Note About Forward-Looking Statements This report includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are“forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of theSecurities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward- looking statements may appear throughoutthis report, including the following sections: “Risk Factors” (Part II, Item 1A of this Quarterly Report on Form 10-Q (“QuarterlyReport”)), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of thisQuarterly Report). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “willlikely result,” and similar expressions or the negative of such terms. However, the absence of these words does not mean that astatement is not forward-looking. Forward-looking statements are based on current expectations and assumptions that are subject to PART I. VOLATO GROUP, INC.CONSOLIDATED BALANCE SHEETS VOLATO GROUP, INC.CONSOLIDATED STATEMENTS OF OPERATIONS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Volato Group, Inc. (“we”, “us”, “the Company”, or “Volato”) is a holding company for several wholly owned subsidiaries, includingVolato, Inc., Fly Vaunt, LLC, Gulf Coast Aviation, LLC (f/k/a Gulf Coast Aviation, Inc.), Volato Merger Subsidiary, Inc., and Parslee,LLC. The Company’s primary operating subsidiary was founded in 2021. That year, the Company entered the private jet charter andfractional ownership market with its Part 135 HondaJet ownership program, taking delivery of its first jet in August 2021 andcompleting its first Part 135 charter flight in October of 2021. In March 2022, the Company acquired Gulf Coast Aviation, Inc. (n/k/aGulf Coast Aviation, LLC), owner of G C Aviation, Inc., a Texas entity and Part 135 air carrier certificate holder. In March 2022, theCompany placed orders for four Gulfstream G280s for delivery in 2024 and 2025. In September 2022, the Company started internal In September 2024, the Company entered into an agreement with flyExclusive, Inc., (“flyExclusive”) a leading provider of private jetcharter services, to transition the management of its aircraft ownership fleet operations to flyExclusive. This move was intended tobring substantial cost savings and allow Volato to focus on its potential high-growth areas, including aircraft sales and proprietarysoftware products. The Company has continued to take delivery of new aircraft and also generate revenue from its proprietarysoftware, including the Vaunt platform, its empty leg consumer app. In the fourth quarter of 2024, we transferred our aircraft lease On February 24, 2025, the Company effected a reverse stock split of its issued and outstanding Class A common stock (also referred toas “common stock” in this Quarterly Report), at a ratio of 1-for-25 (the “Reverse Stock Split”) with no change in par value. All share On March 20, 2025, the Company sold its former subsidiary GC Aviation, Inc., which held the FAA Part 135 certificate for $2.0million, of which $1.8 million was a note receivable. On July 28, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) withVolato Merger Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of Volato (“Merger Sub”), and M2i Global, Inc., aNevada corporation (“M2i”), pursuant to which Merger Sub will merge with and into M2i, with M2i surviving the merger as a wholly-owned subsidiary of Volato (together with all other transactions contemplated by the Merger Agreement, the “Merger”). T