Welcome to our dedicated page for Volato Group SEC filings (Ticker: SOAR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Volato Group, Inc. filings document material-event disclosures for a public private aviation company, including material agreements, shareholder voting matters, capital-structure disclosures, governance matters and operating and financial results. The company's recent 8-K record includes disclosures involving Class A common stock transactions, unregistered securities activity, registration obligations and the termination of an at-the-market sales agreement.
Volato's filings also describe governance and reporting matters such as board and committee appointments, changes in the independent registered public accounting firm, going-concern language in audit reporting, internal-control matters and emerging growth company status. The filing record reflects the company's corporate structure, public security disclosures and recurring reporting obligations as a Delaware operating company.
Volato Group, Inc. (SOAR) closed its merger with Alignment Engine Inc., issuing 79,078 shares of Series A Preferred Stock and 316,312 shares of Series A‑1 Preferred Stock as Merger Consideration Shares. These, together with replacement options and warrants, are designed to give former Aligned securityholders 95% of Volato’s Class A common stock on an as converted and fully diluted basis, assuming a combined post‑closing valuation of $508,502,712 and an Aligned valuation of $500 million.
The preferred shares are non‑voting and only convertible after NYSE American listing approval, stockholder approval of the Preferred Stock Conversion and an authorized share increase. Each preferred share has a $641.5267 stated value and a $0.1537 conversion price, subject to a 4.99%–9.99% Beneficial Ownership Limitation. Aligned holders face a 180‑day lock‑up on Conversion Shares, and Volato’s officers and directors entered parallel 180‑day lock‑ups plus voting agreements to support merger proposals. Volato also issued a $7.5 million senior unsecured convertible promissory note maturing September 11, 2027 as a fifth tranche under a $36 million facility, to help fund the Aligned business plan. At closing, former CEO Matthew Liotta resigned and Alignment’s CEO Christopher Ensey became Volato’s CEO and joined the board.
Volato Group, Inc. (SOAR) has entered into a Sixth Amendment to its Aircraft Management Services Agreement with flyExclusive, Inc., extending the term of this aircraft management arrangement so that the Agreement now expires at 5:00 p.m. Eastern Time on December 31, 2026.
The existing structure of the relationship remains in place: flyExclusive continues as exclusive provider of certain aircraft management services and continues to use commercially reasonable efforts to include designated aircraft in Volato’s Vaunt empty-leg flight platform at no cost to Volato. The Amendment does not change the previously negotiated Asset Options between the parties, under which flyExclusive may purchase certain aviation-related assets and Volato may sell certain aviation-related assets to flyExclusive. Volato has previously sold unused intellectual property assets to flyExclusive for $1.3 million under these arrangements, with $0.7 million of assets still available to be sold.
Volato Group, Inc. (SOAR) agreed to acquire Alignment Engine Inc., an AI infrastructure company, in a merger valuing Alignment Engine at approximately $500 million. Alignment Engine will merge into a Volato subsidiary, which will survive as a wholly owned unit, and Volato will later adopt a new name selected by Alignment Engine.
Aligned securityholders will receive 1,000 shares of voting Series A Preferred Stock and 4,000 shares of non‑voting Series A‑1 Preferred Stock, plus options and warrants, all collectively convertible or exercisable into 95% of Volato’s Class A common stock on an as‑converted, fully diluted basis. A landlord warrant will represent an additional 1.5% of fully diluted common stock at a nominal $0.0001 exercise price. Conversion of the preferred stock and the new options and warrants depends on NYSE American listing approval, stockholder approval of the conversions and an authorized share increase.
Closing is subject to conditions including termination of a prior securities purchase agreement, receipt of a third‑party fairness opinion, Volato having at least $2.95 million of unrestricted cash, limits on debt and expenses, no NYSE American delisting notice, and no material adverse effect on either party. At closing, Matthew Liotta is expected to step down as CEO, with Alignment Engine CEO Christopher Ensey becoming CEO and a director, while Mark Heinen remains CFO.
Volato Group, Inc. reports sharply lower revenue and a return to losses for the six months ended June 30, 2026 while restructuring its balance sheet and business model. Revenue fell to $1.97 million from $50.34 million a year earlier, as prior-period aircraft sales of $49.60 million dropped to zero and the business became almost entirely subscription and software based. The company posted a net loss of $4.69 million versus net income of $4.06 million in the prior-year period, with operating loss of $4.86 million.
Despite weaker operating results, liquidity and capitalization improved. Cash increased to $8.44 million from $4.70 million, total liabilities declined to $10.07 million from $13.80 million, and shareholders’ position moved from a deficit of $1.85 million at December 31, 2025 to positive equity of $3.47 million, driven largely by conversions of $4.29 million of convertible notes into equity and equity offerings including ATM sales, PIPE and registered direct transactions. All unsecured convertible notes outstanding at December 31, 2025 were fully converted by June 30, 2026.
The company has shifted away from operating aircraft, transferring lease obligations to flyExclusive and selling certain aviation and intellectual property assets, while growing its Vaunt subscription platform and other software initiatives. However, management discloses a going concern uncertainty, citing a $4.7 million net loss for the period and an accumulated deficit of $105.5 million, and states that continued operations depend on additional debt or equity financing and prudent expense management.
Volato Group, Inc. announced that its Board of Directors appointed David Allen as an independent Class III director, with a term expiring at the 2026 annual meeting of stockholders. He will chair the Audit Committee and serve on the Nominating and Governance and Compensation Committees.
The Board also approved an Executive Employment Agreement with Chief Financial Officer Mark Heinen. The agreement provides a base salary of $310,000, an annual bonus opportunity targeting 100% of base salary with a maximum of 200%, and severance equal to 12 months of base salary for certain qualifying terminations, with additional protection after a change in control. Heinen is also eligible for a one-time $50,000 cash performance bonus and a $100,000 retention bonus upon closing a Board‑approved strategic business combination, subject to continued employment.
Volato Group, Inc. Schedule 13G reports that C/M Master Fund holds 3,294,563 shares of Class A Common Stock, representing 6.2% of the class. The percentage is calculated using 53,183,044 shares outstanding as of the Issuer's Prospectus filed pursuant to Rule 424(b)(5) on July 1, 2026.
The filing states that C/M Capital Partners is the investment manager to C/M Master Fund and that Thomas Walsh and Jonathan Juchno are managing members of the general partner; Messrs. Walsh and Juchno disclaim beneficial ownership of the reported shares.
SEG Opportunity Fund, LLC filed a Schedule 13G reporting beneficial ownership of 5,000,000 shares of Volato Group, Inc. Common Stock, representing 9.40% of the class. The filing cites 53,183,044 shares outstanding as of July 6, 2026 as verified with the issuer. The statement is signed by Joseph Reda as Manager on 07/06/2026.
Volato Group, Inc. released a preliminary update for the second quarter of 2026, highlighting a much cleaner balance sheet and rapid growth in its Vaunt aviation membership platform. All outstanding convertible notes were eliminated during the quarter, and total liabilities excluding deferred revenue fell about 75% year-over-year to approximately $5 million, with cash and cash equivalents of about $8.4 million as of June 30, 2026.
Vaunt delivered record cash sales of roughly $2.2 million, up 56% sequentially and 199% year-over-year, while projected Annual Recurring Revenue reached about $4.7 million, growing 51% quarter-over-quarter and 250% year-over-year. Paid Vaunt membership rose to approximately 2,743 active members, with strong growth in app downloads and flights booked, as management continues to advance its AI-focused Parslee platform and evaluate a potential strategic merger targeted for the third quarter of 2026. All figures are unaudited and subject to change.
Volato Group, Inc. registers the resale of up to 6,500,000 shares of Class A common stock by selling stockholders pursuant to a June 7, 2026 Securities Purchase Agreement. The Shares were issued at $0.34 per share and the Company received aggregate gross proceeds of $2,210,000 from that issuance. The Company will not receive proceeds from resales by the selling stockholders under this prospectus.
The prospectus states 32,836,982 shares outstanding as of June 16, 2026 and lists selling holders including Catheter Precision, Inc. and SEG Opportunity Fund, LLC. The offering is a resale registration (selling stockholders); sales may occur on NYSE American or in private transactions. The Company disclosed an accepted NYSE American compliance plan with a deadline of December 17, 2026 to regain minimum stockholders’ equity compliance.