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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
August 25, 2026
VOLATO
GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41104 |
|
86-2707040 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1954
Airport Road, Suite 124
Chamblee,
GA 30341
(Address
of principal executive offices) (zip code)
844-399-8998
Registrant’s
telephone number, including area code
(former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock |
|
SOAR |
|
NYSE
American LLC |
| Warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50 |
|
SOARW |
|
OTC
Markets Group, Inc. |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry Into a Material Definitive Agreement.
On
August 25, 2026, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Volato Alignment Merger Sub, LLC, a Delaware limited liability company and
wholly-owned subsidiary of Volato (“Merger Sub”), and Alignment Engine Inc., a Delaware corporation (“Aligned”),
pursuant to which Aligned will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Volato
(together with all other transactions contemplated by the Merger Agreement, the “Merger”). The Merger is subject to customary
closing conditions. The Company’s board of directors approved the Merger Agreement and the related transactions, and the consummation
of the Merger is not subject to approval of the Company’s stockholders.
Aligned
is an AI infrastructure company developing high-performance computing infrastructure for artificial intelligence, machine learning and
high-performance computing (HPC) workloads. Aligned combines powered data center infrastructure, advanced compute, high-performance
networking and proprietary technology to support large-scale AI workloads.
In
connection with the transactions and following the Preferred Stock Conversion (as defined below), the Company intends to change its name
from “Volato Group, Inc.” to a name selected by Aligned and Merger Sub, as the surviving entity of the Merger, will change
its name from “Volato Alignment Merger Sub, LLC” to “Alignment Engine, LLC”.
It
is expected that, at the closing, (i) Matthew Liotta will resign as Chief Executive Officer of the Company, (ii) Christopher Ensey will
become the Chief Executive Officer of the Company and will become a member of the board of directors, and (iii) Mark Heinen will remain
as Chief Financial Officer of the Company.
Merger
Consideration
Subject
to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), all capital
stock and other securities of Aligned, excluding options and warrants, issued and outstanding immediately prior to the Effective Time
will be converted into the right to receive an aggregate of (i) 1,000 shares of a newly-designated series of voting convertible preferred
stock, par value $0.0001 per share, of Volato (the “Series A Preferred Stock”) and (ii) 4,000 shares of a newly-designated
series of non-voting convertible preferred stock, par value $0.0001 per share, of Volato (the “Series A-1 Preferred Stock”
and, together with the Series A Preferred Stock, the “Merger Consideration Shares”). The Merger Consideration Shares, together
with the Volato Options and Warrants (as defined below), will be convertible or exercisable, as applicable, into a number of shares of
Class A common stock, par value $0.0001 per share, of Volato (the “Volato Common Stock”) equal to 95% of the Common Stock
on an as converted and fully diluted basis (the “Conversion Shares”), as may be adjusted in accordance with the Merger Agreement
to avoid the issuance of any fractional shares. The 95% merger consideration to be issued to Aligned securityholders will also include
a warrant issuable to the landlord of a data center lease that Aligned signed on August 25, 2026. Such warrant will be exercisable into
a number of shares of Volato Common Stock representing 1.5% of the outstanding Volato Common Stock on a fully-diluted basis following
the closing of the Merger and before giving effect to the exercise thereof, for a nominal exercise price of $0.0001 per share, and will
be redeemable at Volato’s option for material consideration tied to the fair market value of the warrant or the underlying shares
of Volato Common Stock as of the time of the redemption, as applicable.
The
Series A Preferred Stock will only be convertible following completion of certain conditions, to be mutually agreed upon by the parties
prior to closing. The Series A-1 Preferred Stock will only be convertible following (i) approval of the listing of the combined company
on the NYSE American LLC (“NYSE American”), (ii) approval of the conversion of the Series A-1 Preferred Stock into shares
of Volato Common Stock by Volato’s stockholders (the “Preferred Stock Conversion”), and (iii) effectiveness of a Certificate
of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares
of Volato Common Stock (the “Authorized Shares Amendment”). The actual amount of the Conversion Shares will be determined
at the Effective Time and is subject to change based on the fully diluted number of shares of Volato Common Stock issued and outstanding
immediately prior to the Effective Time in accordance with the Merger Agreement.
Options
and Warrants
Subject
to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each option to purchase Aligned common stock outstanding
immediately prior to the Effective Time will be cancelled and converted into the right to receive options to purchase Volato Common Stock
and (ii) each warrant to purchase Aligned common stock outstanding immediately prior to the Effective Time will be cancelled and converted
into the right to receive warrants to purchase Volato Common Stock (such options and warrants to purchase Volato Common Stock collectively,
the “Volato Options and Warrants”). The exercisability of the Volato Options and Warrants will be subject to approval by
the Company’s stockholders. Except as otherwise provided in the Merger Agreement, the Volato Options and Warrants will have substantially
the same terms as the corresponding Aligned options and warrants prior to closing. The Volato Options and Warrants will be part of
the 95% merger consideration described above.
Stockholder
Approvals
Pursuant
to the Merger Agreement and following closing, the Company intends to hold a meeting of stockholders (the “Stockholder Meeting”)
to ask its stockholders to, among other things, vote upon proposals to: (i) approve the issuance of Volato Common Stock upon the Preferred
Stock Conversion and upon exercise of the Volato Options and Warrants (the “Stock Issuance Approval”); (ii) elect six members
of the board of directors, consisting of five individuals designated by Aligned and one individual designated by the Company (the “Election
of Directors”); (iii) approve the Authorized Shares Amendment; (iv) authorize the Company’s board of directors to change
the Company’s name from “Volato Group, Inc.” to a name selected by Aligned (together with the Stock Issuance Approval,
the Election of Directors, and the Authorized Shares Amendment, the “Stockholder Approvals”); and (v) approve such other
matters as the Company determines to be necessary or appropriate.
If,
prior to the Stockholder Meeting, the Company reasonably believes that (i) it will not have sufficient shares of Volato Common Stock
represented in person or by proxy to constitute a quorum necessary to conduct business at the Stockholder Meeting or (ii) it will not
receive proxies sufficient to obtain the required votes for the Stockholder Approvals, then, in each case, the Company will use its commercially
reasonable efforts to adjourn the Stockholder Meeting one or more times and to obtain the Stockholder Approvals, as further described
in the Merger Agreement. The Company will hold a meeting of its stockholders at least once every four months until it obtains the Stockholder
Approvals.
Representations
and Warranties
The
Merger Agreement contains a number of customary representations and warranties made by each of the Company, Merger Sub, and Aligned as
of the date of the Merger Agreement or other specified dates. Certain of the representations and warranties are qualified by materiality
and/or information provided in the disclosure schedules to the Merger Agreement. The representations, warranties and covenants of each
party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to,
the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement. In addition, such representations
and warranties were made only as of the date of the Merger Agreement, or such other date as is specified in the Merger Agreement. Moreover,
information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in the parties’ public disclosures.
Covenants
of the Parties
The
Merger Agreement contains a number of customary covenants made by each of the Company, Merger Sub, and Aligned. Each of the parties has
agreed to use reasonable best efforts to consummate the Merger and other transactions contemplated by the Merger Agreement.
Closing
Conditions
The
consummation of the Merger is subject to customary closing conditions, including, among other customary closing conditions: (i) the approval
of the Merger Agreement by the board of directors and of the Company not being revoked; (ii) the Merger having been approved by the stockholders
of Aligned, to the extent required by law and Aligned’s governing documents; (iii) the Company having executed one or more definitive
written agreements for, and completing a transaction with respect to, the termination of the Company’s previously disclosed Securities
Purchase Agreement with an institutional investor dated December 4, 2024; (iv) the Company having received a fairness opinion by an independent
third party that the merger consideration is fair to the Company’s stockholders; (v) the Company having at least $2,950,000 of
unrestricted cash and cash equivalents at closing; (vi) the Company’s outstanding indebtedness, liabilities, and transaction expenses
not exceeding certain amounts at closing; (vii) the absence of any official notice from NYSE American of a contemplated, pending or imminent
delisting of the Volato Common Stock from the NYSE American; (viii) the absence of any law or order by any governmental entity
in effect that seeks to enjoin, make illegal, delay or otherwise restrain or prohibit the consummation of the Merger; (ix) subject
to certain materiality exceptions, the accuracy of certain representations and warranties of each party contained in the Merger Agreement
and the compliance by each party with the covenants contained in the Merger Agreement; (x) the absence of a material adverse effect with
respect to each of Volato and Aligned from the date of the Merger Agreement until closing; and (xi) execution and delivery of
certain ancillary agreements, certificates and opinions as agreed to between the parties under the Merger Agreement.
Termination
The
Merger Agreement provides certain termination rights for both the Company and Aligned, including, among others, if the
closing has not occurred on or prior to seven business days following the execution of the Merger Agreement; provided, that this right
to terminate the Merger Agreement shall not be available to any party whose breach, action or failure to comply with its obligations
under the Merger Agreement or any of the other transaction documents has been the primary cause of, or has primarily resulted in, the
failure of the closing to occur on or prior to such date.
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger
Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
On
August 26, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward
Looking Statements
This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are
not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.
Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements
are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our
beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements regarding the transactions contemplated
by the Merger Agreement, the contemplated terms and benefits of such transactions and other future events and contingencies relating
thereto, including the anticipated or projected timing of the transaction and subsequent events. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,”
“plan,” “potential,” “predict,” “project,” “should,” or the negative of these
terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or
performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should
not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; the
possibility that the proposed transactions do not close when expected or at all, including due to any delay or inability to obtain
necessary consents or approvals; our ability to raise funding in the future, as needed, and the terms of such funding, including
potential dilution caused thereby; our ability to continue as a going concern; our ability to maintain the listing of our common stock
on the NYSE American LLC; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us;
unanticipated difficulties or expenditures relating to our business plan; that Aligned’s planned business and technology infrastructure
do not yield the benefits anticipated or sought; that following closing the Company may be unable to obtain the requisite shareholder
approvals; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.
Forward-looking
statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Additional
Information and Where to Find It
This
communication relates to a potential transaction involving Volato and Aligned. This communication is not a substitute for any other document
that Volato has filed or will file with the SEC in connection with the potential transaction. This communication does not contain all
of the information concerning the potential transaction and is not intended to form the basis for any investment decision or any other
decision in respect of such matters. Copies of all relevant materials for the potential transaction filed, or that will be filed, with
the SEC may be obtained, when available, free of charge at the SEC’s website at www.sec.gov. Volato’s stockholders
may also obtain copies of the documents, when available, without charge, by directing a request to Volato at 1954 Airport Road, Suite
124, Chamblee, GA 30341, or by telephone at (844) 399-8998.
No
Offer or Solicitation
This
communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation
or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of any securities,
or the solicitation of any vote or approval in any jurisdiction, pursuant to the potential transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The potential transaction is
expected to be implemented solely pursuant to the legally binding definitive agreement which is filed as an exhibit to this Current Report
on Form 8-K, and which contains the material terms and conditions of the potential transaction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1* |
|
Agreement and Plan of Merger, dated August 25, 2026, between Volato Group, Inc., Volato Alignment Merger Sub, LLC, and Alignment Engine Inc. |
| |
|
|
| 99.1 |
|
Press Release, dated August 26, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may
request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
August 28, 2026
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Volato
Group Signs Definitive Agreement for $500 Million AI Infrastructure Merger with Alignment Engine
Roadmap
to 480MW AI Infrastructure Capacity at Alignment Engine’s Ohio Campus, with 154MW of Power Available Today
ATLANTA,
GA – August 26, 2026 – Volato Group, Inc. (NYSE American: SOAR) (“Volato” or the “Company”) today
announced that it has entered into a definitive agreement to merge with Alignment Engine, Inc. (“Alignment Engine”), an AI
infrastructure company, in a transaction valuing Alignment Engine at approximately $500 million.
The
transaction repositions Volato around advanced AI infrastructure, high-performance computing and data center development through Alignment
Engine’s powered industrial campus in Ohio.
Transaction
Highlights
| ● | Definitive
merger agreement between Volato and Alignment Engine |
| ● | Approximately
$500 million transaction valuation of Alignment Engine |
| ● | 154MW
of power currently available at Alignment Engine’s Ohio campus with near term path
to at least 480 MW |
| ● | Infrastructure
designed to support high-performance GPU compute, AI training, inference and other compute-intensive
workloads |
| ● | SOAR
to remain the publicly traded parent company |
“When
we announced our move into AI infrastructure, we said we were looking for an opportunity capable of fundamentally changing the scale
and direction of Volato,” said Matt Liotta, Chief Executive Officer of Volato. “We have spent the intervening months working
rather than talking. Alignment Engine is the result.”
Path
to 480MW of Power With 154MW Available Today
Alignment
Engine is developing infrastructure for energy efficient artificial intelligence workloads from its powered industrial campus in Ohio.
The
campus currently has 154MW of power available with a total capacity of 480MW, providing an existing foundation for the deployment of
high-performance AI compute infrastructure.
Alignment
Engine’s platform combines:
| ● | Powered
data center infrastructure |
| ● | High-performance
GPU compute |
| ● | Advanced
networking |
| ● | Proprietary
technology |
| ● | Infrastructure
supporting AI training and inference |
| ● | Capacity
for other compute-intensive workloads |
The
availability of power is particularly important as AI infrastructure development increasingly depends on access to substantial electrical
capacity capable of supporting high-density computing environments.
“Power
and compute capacity have become critical constraints on the continued expansion of AI,” said Chris Ensey, Chief Executive Officer
of Alignment Engine. “We aren’t starting with a greenfield site and a plan to find power. We have a powered industrial campus
and 154MW available today with a path to 480MW of capacity.”
Expected
Merger Closing
The
parties expect to close the merger shortly following execution of the definitive agreement, subject to the satisfaction or waiver of
applicable closing conditions. The merger closing is not conditioned upon receipt of Volato stockholder approval, but a stockholder meeting
will be held at a later date for the subsequent conversion of the convertible preferred stock being issued to Alignment Engine’s
shareholders in the transaction into shares of Volato’s Class A common stock.
Additional
information regarding the proposed transaction will be provided in Volato’s filings with the U.S. Securities and Exchange Commission.
About
Alignment Engine
Alignment
Engine is an AI infrastructure company developing high-performance computing infrastructure for artificial intelligence, machine learning
and HPC workloads. The company combines powered data center infrastructure, advanced compute, high-performance networking and proprietary
technology to support energy efficient AI workloads.
Alignment
Engine is headquartered in Ohio and is developing its campus as a next generation AI compute facility.
For
more information, visit alignmentengine.com and aligned.co.
About
Volato Group, Inc.
Volato
Group, Inc. (NYSE American: SOAR) is an AI software company building operational systems for aviation businesses. Drawing on firsthand
experience running private aviation operations, Volato develops AI-powered tools designed to reduce manual work, improve responsiveness,
and help operators scale more efficiently. The Company’s software solutions are built on Parslee, an autonomous-work platform that
combines business context, shared memory, and human-in-the-loop controls. Through its Vaunt marketplace, Volato also operates one of
the fastest-growing technology-enabled private aviation membership platforms in the industry.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include
statements regarding the potential merger with Alignment Engine and related transactions, the contemplated terms and benefits of such
transactions and other future events and contingencies relating thereto, including the anticipated or projected timing of the transaction
and subsequent events, trends and developments in the AI industry and the prospective market for such products and services, Alignment
Engine’s business plans including its plans to expand on its infrastructure and technology capabilities with a data center campus
and energy capacity, and discussions and progress with Alignment Engine’s customer pipeline.
Forward-looking
statements can often be identified by words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “projects,” “targets,” “would,”
“will,” “should,” “could,” “may,” “potential,” “opportunity,”
“evaluate,” and similar expressions.
Forward-looking
statements are based on current expectations, assumptions, estimates, and projections and are not guarantees of future performance or
events. Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of various
risks and uncertainties, including the risk that the Company may not complete the merger , the need for consents and approvals from third
parties to proceed with the planned transactions and any risks and uncertainties which may arise from any failure to obtain such consents
and approvals, the risk that Alignment Engine’s planned business and technology infrastructure do not yield the benefits anticipated
or sought, the risk that following closing Volato is unable to obtain the requisite shareholder approval or maintain its listing in the
NYSE American including due to the requirement that the NYSE American must approve the resultant change of control and Volato’s
ability to comply with NYSE American listing standards in connection therewith and in general, its needs to raise substantial capital
and the condition of the capital markets in general and for data center companies in particular, the risk that regulatory developments
or other challenges arise that limit or hinder Alignment Engine’s ability to build and expand on its infrastructure, including
potential regulations impacting the development and operation of data centers and AI technologies, our ability to attract and maintain
customers for our offerings and the risk that anticipated or projected demand for our offerings is less than expected, the possibility
that the acquisition does not yield the benefits expected or desired, our ability to integrate and effectively manage and grow the combined
company following the transaction if the transaction is completed; the impact of any future U.S. action on tariffs and U.S. trade policy
and other government actions, external forces such as geopolitical conflicts and the possibility of a recession in the U.S. and abroad,
the possibility that projections and assumptions on which the forward-looking statements are based prove to be incorrect; changes in
industry standards and interfaces; unexpected loss of performance of our products or technologies when integrated into systems, the risk
that AI infrastructure opportunities generally involve substantial capital requirements, operational complexity, power availability,
regulatory approvals, and integration risks, that the Company’s stock price may experience volatility; and the other risks described
in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2025, subsequent reports filed with the SEC, and other filings the Company may make from time to time.
All
forward-looking statements speak only as of the date they are made. Volato undertakes no obligation to update or revise any forward-looking
statement, except as required by law.
Additional
Information and Where to Find It
This
communication relates to a potential transaction involving Volato and Alignment Engine. Volato intends to file with the SEC a Current
Report on Form 8-K with respect to the execution of the definitive agreement. This communication is not a substitute for any other document
that Volato has filed or will file with the SEC in connection with the potential transaction. This communication does not contain all
of the information concerning the potential transaction and is not intended to form the basis for any investment decision or any other
decision in respect of such matters. Copies of all relevant materials for the potential transaction filed, or that will be filed, with
the SEC may be obtained, when available, free of charge at the SEC’s website at www.sec.gov. Volato’s stockholders may also
obtain copies of the documents, when available, without charge, by directing a request to Volato at 1954 Airport Road, Suite 124, Chamblee,
GA 30341, or by telephone at (844) 399-8998.
No
Offer or Solicitation
This
communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation
or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of any securities,
or the solicitation of any vote or approval in any jurisdiction, pursuant to the potential transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The potential transaction is
expected to be implemented solely pursuant to the legally binding definitive agreement which will be filed as an exhibit to a Current
Report on Form 8-K filed with the SEC by Volato, and which contains the material terms and conditions of the potential transaction. No
offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,
or an exemption therefrom.
Investor
Contact:
investors@flyvolato.com
