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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):
September 22, 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.) |
8050
Freedom Ave NW
North
Canton, OH 44720
(Address
of principal executive offices) (zip code)
844-399-8998
Registrant’s
telephone number, including area code
1954
Airport Road, Suite 124
Chamblee,
GA 30341
(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
September 22, 2026, the Alignment Engine subsidiary (“Aligned”) of Volato Group, Inc. (the “Company”) entered
into a Master Services Agreement (the “MSA”) with a customer, pursuant to which Aligned will provide the customer with dedicated,
single-tenant GPU clusters and access to Aligned’s platform and related services. The two initial orders under the MSA provide
for the phased deployment of dedicated, next-generation AMD GPU infrastructure at Aligned’s AI infrastructure campus in Ohio. The
initial deployment will utilize AMD MI355X GPUs for a 48-month term, with a contractual start date of December 31, 2026. The second deployment
will utilize AMD MI455X GPUs for a 48-month term, with a contractual start date of June 30, 2027. The aggregate contractual value of
the two initial orders is approximately $1.17 billion. Additional orders may be placed under the MSA by the customer or by Aligned on
the customer’s behalf with the customer’s express written authorization.
Unless
earlier terminated, the MSA will continue as long as any orders remain in effect. The MSA provides certain termination rights for both
parties, including, among others, that either party may terminate the MSA or any order for an uncured material breach after written notice
and a 30-day cure period, and either party may terminate the MSA or any order immediately upon certain bankruptcy or insolvency events.
The MSA also contains other customary terms and conditions, including provisions relating to confidentiality, data security, intellectual
property, limitations of liability, and indemnification.
Item 7.01
Regulation FD Disclosure.
On
September 28, 2026, the Company issued a press release announcing the orders under the MSA. 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 facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. 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, the Company’s business strategy and development
of AI infrastructure, planned GPU, data center and high-performance computing infrastructure deployments, the timing, delivery, acceptance
and operation of customer orders, anticipated contractual payments and prepayments, service-level and performance requirements, anticipated
power, cooling and other infrastructure requirements, the size, growth and future development of the market for AI data center infrastructure,
commercial discussions and future customer agreements, and the Company’s ability to execute its growth strategy. 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,” “would,” “will,” 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; risks associated with integrating Aligned’s business;
obtaining additional financing; procuring GPUs and other equipment; developing and operating AI infrastructure; obtaining sufficient
power and other infrastructure; satisfying existing or future customer commitments; receiving customer prepayments; meeting delivery,
acceptance, service-level and performance requirements; converting customer discussions into definitive agreements; obtaining any required
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; the risk that third-party market size and growth projections prove inaccurate or that
the Company does not benefit from any growth in the market; volatility in the Company’s common stock; 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.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated September 28, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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:
September 28, 2026
| |
Volato Group, Inc. |
| |
|
|
| |
By: |
/s/ Mark
Heinen |
| |
Name: |
Mark Heinen |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Volato
Group’s Alignment Engine Subsidiary Signs $1.2 Billion in AI Infrastructure Orders with Large AI Customer
Four-Year
Take-or-Pay Orders Include Approximately $133 Million in Contractual Prepayments, Including Approximately $40 Million Due Following Execution
NORTH
CANTON, Ohio – September 28, 2026 – Volato Group, Inc. (NYSE American: SOAR) (“Volato” or the “Company”)
today announced that its Alignment Engine subsidiary has entered into two four-year, take-or-pay orders with a large AI customer, representing
$1.17 billion in aggregate contract value and marking Alignment Engine’s first major customer commitment for its AI infrastructure
platform.
The
orders provide for the phased deployment of dedicated, next-generation AMD GPU infrastructure at Alignment Engine’s AI infrastructure
campus in Ohio. The initial deployment will utilize AMD MI355X GPUs and has a contractual start date of December 31, 2026. A second deployment
will utilize AMD MI455X GPUs and has a contractual start date of June 30, 2027. The deployments will operate as dedicated, single-tenant
GPU clusters, reflecting a commercial model centered on long-term contracted capacity rather than short-term or spot-market GPU demand.
Under
the orders, the customer has committed to approximately $133 million in contractual prepayments, including approximately $40 million
due following execution of the initial order. The remaining prepayments are scheduled in stages based on specified dates and equipment
shipment milestones. The remaining contract value is payable over the four-year terms on a take-or-pay basis, subject to the terms and
conditions of the agreements.
“This
is a transformational commercial milestone for Alignment Engine and an important opportunity to build a long-term relationship with a
large AI customer,” said Chris Ensey, Chief Executive Officer of Volato. “We believe the next phase of AI will be defined
not only by larger models, but by greater choice across models, hardware architectures and deployment environments. As enterprises increasingly
focus on performance, economics and data sovereignty, we believe dedicated AI infrastructure will become increasingly important.”
The
customer deployments are expected to anchor the initial phases of Alignment Engine’s planned Ohio AI infrastructure campus. Under
the orders, the contracted infrastructure will be dedicated to the customer. Alignment Engine is developing the campus to support resource-efficient
AI workloads through an integrated infrastructure model combining power, cooling, next-generation GPU compute and high-performance networking.
The
Company believes AI infrastructure is evolving toward a more diverse ecosystem in which customers may require flexibility in the models
they deploy and greater control over the infrastructure on which those models operate. Open-weight models and a growing range of frontier
models are expanding that choice, while data sovereignty, security and workload portability are becoming increasingly important considerations
for enterprises and governments. Dedicated AI infrastructure is designed to provide customers with greater control over compute environments
and data placement while supporting a broad range of models and inference workloads.
“For
us, the significance goes beyond the $1.2 billion in aggregate contract value,” said Mark Heinen, Chief Financial Officer of Volato.
“These orders demonstrate a model where we can build infrastructure against long-term contracted demand and meaningful customer
cash commitments. As we scale Alignment Engine, that alignment between customer demand and capital deployment is fundamental to how we
intend to grow the business.”
Alignment
Engine intends to use these initial customer deployments as part of its broader plan to develop the foundation for additional customer
capacity at the Ohio campus as the Company expands its AI infrastructure platform.
The
orders and the related master services agreement include delivery, acceptance, service-level and performance requirements and are subject
to their respective terms and conditions.
About
Volato Group, Inc.
Volato
Group, Inc. (NYSE American: SOAR) is an AI infrastructure and software company. Through its Alignment Engine subsidiary, Volato is developing
a powered industrial campus in Ohio into a next-generation AI compute facility, combining data center infrastructure, high-density GPU
compute, high-performance networking and proprietary technology to support energy-efficient AI training, inference and HPC workloads.
Volato also builds operational systems for aviation businesses on Parslee, an autonomous-work platform that combines business context,
shared memory and human-in-the-loop controls, and operates Vaunt, one of the fastest-growing technology-enabled private aviation membership
platforms in the industry.
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.
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 anticipated benefits of the completed merger; the combined company’s business strategy and development
of AI infrastructure; planned GPU, data center and high-performance computing infrastructure deployments; the
timing, delivery, acceptance and operation of customer orders; anticipated contractual payments and prepayments; service-level and performance
requirements; anticipated power, cooling and water efficiency; the size, growth and future development of the market for AI data center
infrastructure; commercial discussions and future customer agreements; and the company’s ability to execute its growth strategy.
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”
and 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 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 risks associated with integrating Alignment Engine’s business; obtaining additional financing;
procuring GPUs and other equipment; developing and operating AI infrastructure; obtaining sufficient power and other infrastructure;
satisfying existing or future customer commitments; receiving customer payments and prepayments; meeting delivery, acceptance, service-level
and performance requirements; converting customer discussions into definitive agreements; obtaining required stockholder and NYSE American
approvals; maintaining compliance with NYSE American listing standards; the risk that third-party market size and growth projections
prove inaccurate or that the Company does not benefit from any growth in the market; volatility in the Company’s common stock;
and the other risks described in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities
and Exchange Commission.
All
forward-looking statements speak only as of the date they are made. Volato undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor
Contact
Volato
Group, Inc. | 8050 Freedom Ave NW, North Canton, OH 44720 | (844) 399-8998
Media
Contact
community@alignmentengine.com
Alignment
Engine, Inc. | 8050 Freedom Ave NW, North Canton, OH 44720 | (330) 649-6951
