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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. completed a registered direct equity financing, selling 11,038,767 shares of Class A common stock at $0.165 per share. The transaction closed on June 30, 2026 and generated gross proceeds of approximately $1,821,397.02 before fees and expenses.
The shares were sold to accredited investors under a Securities Purchase Agreement, relying on Section 4(a)(2) and Regulation D exemptions and using an effective shelf registration statement on Form S-3. A related legal opinion was filed as an exhibit, and standard forward-looking statement cautions and risk references were reiterated.
Liotta Matthew reported acquisition or exercise transactions in this Form 4 filing.
Volato Group, Inc. reported that Chief Executive Officer Matthew Liotta received an equity grant of 606,060 shares of Common Stock on June 30, 2026. The award was reported at a price of $0.165 per share and is classified as a grant or award, not an open-market trade. Following this transaction, Liotta directly holds 921,761 shares of Volato common stock.
Volato Group, Inc. entered into a Securities Purchase Agreement with certain investors to sell 11,038,767 shares of Class A common stock at $0.165 per share in a registered direct offering, for expected gross proceeds of approximately $1,821,397.02 before fees and expenses. The deal has no placement agent or underwriter, and the company will reimburse investor expenses up to $25,000. Volato agreed not to issue additional common stock or equivalents or file most registration statements for 30 days after closing, and not to enter Variable Rate Transactions for nine months. Separately, director Alan Gaines resigned from the board effective June 24, 2026, citing his role at a digital infrastructure company that could be viewed as a potential competitor as Volato explores AI and digital infrastructure opportunities, and his resignation was not due to any disagreement with the company.
Catheter Precision, Inc. reports acquiring 2,941,176 shares of Volato Group, Inc. common stock. The filing states the shares were acquired pursuant to a Securities Purchase Agreement dated June 7, 2026 with the purchase closing on June 18, 2026. The reporting person beneficially owns 2,941,176 shares, representing 7.5% of the class based on the issuer's statement that 39,336,982 shares were outstanding after the private placement.
The Schedule 13G lists sole voting and dispositive power over the reported shares in the name of Catheter Precision, Inc. and is signed by the issuer's Chief Financial Officer on June 26, 2026.