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), which says its name changed to SOAR AI, Inc. effective October 19, 2026, asks stockholders to elect Michael Nichols and David Allen, ratify TAAD, LLP for fiscal 2026, increase authorized Class A shares from 200,000,000 to 500,000,000, approve issuance of 20% or more of outstanding shares under its October 8, 2026 purchase agreement, and permit adjournment if needed. The Board recommends “FOR” each proposal.
Under its agreement with DFU, LLC, SOAR may direct purchases up to the lesser of $1,000,000,000 and the Aggregate Limit, subject to effective resale registration and other conditions. Before approval, issuances are capped at 19.99% of shares outstanding on the agreement date, with possible reductions for aggregated transactions. SOAR agreed to issue 3,646,974 commitment shares and 13,058 Series B preferred shares convertible into 56,528,082 common shares, subject to adjustment, stockholder approval and a charter amendment. Aggregate sales could reduce current holders’ collective ownership from 100% to approximately 1%, assuming no other capital-structure changes.
The 2025 auditor’s report expressed substantial doubt about the company’s ability to continue as a going concern. The proxy also notes material weaknesses disclosed in the 2025 Form 10-K.
Volato Group, Inc. filed an amendment changing its name to SOAR AI, Inc., effective at 12:01 a.m. Eastern Time on October 19, 2026. Its Class A common stock continues to trade on NYSE American LLC under the symbol SOAR. The name change does not affect stockholder rights or outstanding security terms, stockholders are not required to take action, and no stockholder approval was required.
On October 21, 2026, SOAR AI posted a revised investor presentation to its website and expects to use it, in whole or in part and possibly with modifications, in presentations to potential investors, analysts, and other interested parties.
Volato Group, Inc. Chief Executive Officer and director Christopher Ensey reported receiving 9,601 Series A and 38,406 Series A-1 Convertible Preferred Stock shares on September 11, 2026, as merger consideration for Alignment Engine Inc. capital stock. The preferred shares are convertible into 40,073,506 and 160,302,372 shares of Class A Common Stock, respectively, at an initial conversion price of $0.1537, subject to adjustment and the stated conversion conditions.
Alignment Engine Inc. warrants were cancelled and replaced with Volato Group warrants, including 329,130 Series B-2 warrants at a $0.8366 exercise price, a Common A warrant covering 104,379 shares at $0.4183, and other Common A warrants at $0.0193. The warrants are not exercisable until stockholders approve exercise of Volato options and warrants issued as merger consideration.
Volato Group, Inc. (SOAR) entered into an equity line agreement with DFU, LLC, giving it the right, but not the obligation, to issue and sell up to $1,000,000,000 of newly issued Class A common stock. The 36-month investment period begins when the resale registration statement becomes effective. The company may deliver up to two put notices per trading day for no more than $6,000,000 in total, with purchase prices subject to a $0.21 floor. Investor purchases are also subject to an effective resale registration statement and continued eligible-market listing.
Without prior stockholder approval, issuance is limited to 19.99% of common shares outstanding as of October 8, 2026, subject to adjustments for shares in transactions that may be aggregated under NYSE American rules; the investor also cannot exceed 4.99% beneficial ownership after an issuance. As consideration, Volato agreed to issue 3,646,974 common shares and 13,058 Series B preferred shares convertible into 56,528,082 common shares, subject to adjustment. Conversion requires stockholder approval and an effective charter amendment authorizing sufficient common shares. Issuance of the commitment securities awaits NYSE American approval of the additional listing application.
Volato Group, Inc. (SOAR), through its Alignment Engine subsidiary, entered into a master services agreement with a customer covering two initial orders with approximately $1.17 billion in aggregate contractual value. The orders call for dedicated, single-tenant AMD GPU clusters at the subsidiary’s Ohio campus: an MI355X deployment with a contractual start date of December 31, 2026, and an MI455X deployment with a contractual start date of June 30, 2027. Each deployment has a 48-month term.
The orders include approximately $133 million in contractual prepayments, including approximately $40 million due following execution of the initial order; remaining prepayments are scheduled based on dates and equipment-shipment milestones. Additional orders may be placed by the customer or by Alignment Engine on the customer’s behalf with the customer’s express written authorization. The agreement continues while any orders remain in effect unless terminated earlier; either party may terminate for an uncured material breach after written notice and a 30-day cure period, among other rights.
Volato Group, Inc. (SOAR) entered into an Executive Services Agreement with Chief Executive Officer and director Christopher M. Ensey, effective September 11, 2026, under which he serves as CEO as an independent contractor, reporting to the Board and principally working from Puerto Rico.
The agreement provides an annual services fee of $400,000, paid in equal monthly installments and subject to annual Board review. Subject to Board and stockholder approval of a new equity plan, Ensey is eligible for a restricted stock award equal to 5% of Volato’s fully diluted capitalization, vesting in five 1% tranches tied to specified market capitalization and contracted capacity milestones.
If Ensey is terminated without Cause or resigns for Good Reason, and certain milestones are met, unvested restricted shares may vest proportionately based on the ratio of the actual market capitalization or Change in Control consideration to the next tranche level, and he is entitled to a cash termination payment equal to 24 months of his services fee, subject to a release. The agreement also includes indemnification, D&O insurance, Board nomination while serving as CEO, trading only under a Rule 10b5-1 plan, tax-related provisions under Sections 409A and 280G of the Code, and standard confidentiality and restrictive covenants.
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.