Key Points from the Form 8-K Filing

• Volato Inc. is actively evaluating unsolicited letters of intent regarding potential strategic transactions.
• The company believes these unsolicited proposals may offer greater shareholder value than previously contemplated transactions under the Merger Agreement.
• The Merger Agreement has been terminated.
• Volato intends to continue exploring other strategic alternatives and opportunities to enhance shareholder value.
• No assurance is given that ongoing discussions or evaluations will result in a definitive agreement or completed transaction.
• Class A Common Stock (Trading Symbol: SOAR) and Warrants (Trading Symbol: SOARW) remain listed on NYSE American LLC.
• Volato is classified as an Emerging Growth Company and has not elected to use the extended transition period for new or revised financial accounting standards.

Potential Price-Sensitive Information for Shareholders

• Termination of the Merger Agreement:
  This is a significant event that may impact both the business strategy and the valuation of Volato Inc. Shareholders should note that the company is now open to alternative proposals, which could result in new strategic directions or partnerships.
• Receipt of Unsolicited Letters of Intent:
  The company is in receipt of several unsolicited offers that could potentially deliver greater value to shareholders than the previous merger plan. This raises the possibility of a competitive bidding situation or a new transaction that could materially affect share prices.
• Ongoing Strategic Review:
  Volato is actively evaluating other possible strategic transactions, but warns that there is no guarantee of any definitive agreement or completed transaction. Shareholders should be alert for further developments or announcements.
• NYSE American Listing:
  The company acknowledges the risk of not continuing to meet NYSE American listing requirements, which could have negative implications for liquidity and share price if compliance issues arise.
• Forward-Looking Statements:
  Management cautions that all forward-looking statements—including the evaluation of strategic alternatives and expected effects of the merger termination—are subject to a variety of risks, including business, financial, regulatory, and economic factors, many of which are outside the company’s control.

Detailed Analysis for Investors

Volato Inc. has issued a Form 8-K, disclosing that it has terminated its previous Merger Agreement and is now considering unsolicited letters of intent from other parties. These proposals are believed by management to potentially offer greater value to shareholders than the merger that was previously under consideration.

The termination of the Merger Agreement opens the door for Volato to pursue alternative strategic options. This could include mergers, acquisitions, or other business combinations—each of which could affect the company’s future direction, operations, and share price. The company is actively evaluating these alternatives, but cautions that no definitive agreement or completed transaction has yet occurred.

As a result of these developments, shareholders should expect heightened volatility and be prepared for further announcements. The company’s securities—Class A Common Stock (SOAR) and Warrants (SOARW, with each warrant exercisable for one share of Class A common stock at an exercise price of \$11.50)—remain listed on NYSE American LLC. However, Volato has indicated a risk that it may not be able to maintain compliance with NYSE American’s continued listing requirements.

Volato is classified as an Emerging Growth Company, which means it may benefit from reduced regulatory requirements, but it has not elected to use the extended transition period for new or revised financial accounting standards. This could have implications for how quickly the company adopts new accounting changes and reports its financials.

Investors are encouraged to monitor Volato’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent reports, for updates on risk factors and strategic developments. The current report contains forward-looking statements that reflect management’s expectations but are not guarantees of future performance. Risks include the impact of the terminated merger, compliance with listing requirements, and external economic and regulatory factors.