Volato Group signs non-binding term sheet to acquire M2i Global

M2i Global (MTWO) announced its signing of a non-binding term sheet to be acquired by Volato Group (SOAR). Volato Group will expand as a diversified industrial provider serving varying industries, from aviation technology and software to global value supply chain for critical minerals. Upon completion of the acquisition, M2i Global will receive common shares of Volato Group stock such that M2i Global will own approximately 90% of the total issued and outstanding shares of common stock of Volato Group on an as-converted and fully diluted basis and the current shareholders of Volato Group will own approximately 10% of the total issued and outstanding shares of SOAR common stock on an as-converted and fully diluted basis. Based on current market prices, this structure represents an increase in value for SOAR shareholders while aligning MTWO with an NYSE American listing and public equity currency. At the closing, Matt Liotta will resign as CEO of Volato Group and be appointed as president of the aviation technology business lines of SOAR consolidated in the reorganization as part of the transaction, and Maj Gen Alberto Rosende will become the CEO of Volato Group. Mark Heinen shall remain as CFO of Volato Group. M2i Global’s ecosystem provides partners with access to turnkey solutions, facilitating expanded business opportunities, securing offtake agreements, influencing strategic government policy, and engaging with aligned NGOs and trusted laboratories. M2i Global specializes in the development and execution of a complete global value supply chain for critical minerals, including the creation of a U.S. Strategic Mineral Reserve, a Public/Private/Partnership to collaborate with the U.S. government. This combination creates a dual-platform public company focused on two high-value verticals: Critical Minerals Infrastructure: Led by M2i Global, addressing U.S. national priorities in mineral independence and industrial security. Aviation Software & Travel Platforms: Including Vaunt, Mission Control, and an Opportunity Zone fund vehicle, led by Volato’s CEO Matt Liotta, who will remain with the combined company as President of these lines. Together, these businesses offer differentiated revenue streams, a diversified capital base, and unique optionality in both federal and commercial markets. A business combination between MTWO and SOAR pursuant to which SOAR will acquire 100% of the outstanding equity and equity equivalents of MTWO, in exchange for the consideration described below; and SOAR consolidates its software and opportunity zone private equity fund business and related intellectual property into one operating subsidiary or division, with management control by Matt Liotta, with the understanding that agreement on a sufficient budget to support growth of the business will be a condition to entering into definitive agreements, in anticipation of a future sales or spin out into a public company. The deal structure of the Acquisition is expected to a be a reverse triangular merger between MTWO and a wholly-owned subsidiary of SOAR, with MTWO being the surviving company; however, the final deal structure will be determined by the parties based on the due diligence findings as well as business, legal, tax, accounting and other considerations, including the requirements of any U.S. or other applicable securities exchange. MTWO will receive a controlling interest in SOAR as consideration for the Acquisition. Specifically, upon completion of the Acquisition, MTWO will receive common shares of SOAR stock such that MTWO will own approximately 90% of the total issued and outstanding shares of common stock of SOAR on an as-converted and fully diluted basis and the current shareholders of SOAR will own approximately 10% of the total issued and outstanding shares of SOAR common stock on an as-converted and fully diluted basis. The parties agree that the definitive agreements will include a $10M debt/liability cap. SOAR and MTWO, after execution of the definitive agreements, shall use commercially reasonable efforts to begin as soon to prepare and file with the SEC a registration statement on Form S-4, or other applicable form, and the ordinary share of SOAR shall be approved for listing on the NYSE American or another U.S. national securities exchange agreed to by the parties. The board will satisfy the listing requirements of the Stock Exchange. The post transaction board shall be comprised of 7 qualified candidates of which 6 will be identified by MTWO and the final board member shall be Matt Liotta, who are elected by the shareholders of SOAR as part of the special meeting of SOAR shareholders. At the Closing, Matt Liotta will resign as ChEO of SOAR and be appointed as president of the business lines consolidated in the Reorganization, and Maj Gen Alberto Rosende will become the CEO of SOAR. Mark Heinen shall remain as CFO of the combined companies. MTWO shall retain certain key management and core employees in their current positions and at their current salaries. MTWO and SOAR will mutually agree upon amendments to officer employment agreements to include retention payments to induce such officers to remain with the MTWO post- Proposed Transaction. Such retention payments shall be in lieu of any payments due to such officers on a change of control pursuant to their officer employment agreements. The obligations of the parties will be subject to execution of the Acquisition Agreement containing terms and conditions satisfactory to MTWO and SOAR. The execution of the Acquisition Agreement would also be subject to completion of confirmatory due diligence by MTWO and SOAR. The Acquisition Agreement will contain representations, warranties, covenants and closing conditions customary for SOAR transactions. In connection with the Acquisition Agreement, MTWO management and SOAR management will be required to participate in roadshow presentations to help with the financing commitment efforts and share recycling efforts, and generally make themselves available to assist each other in such efforts.