Volato Group, Inc. Announces Merger with Alignment Engine (AI infra)

What Happened
Volato Group, Inc. (SOAR) announced on Aug. 25, 2026 that it entered into an Agreement and Plan of Merger to merge Alignment Engine Inc. (“Aligned”) into a Volato subsidiary, with the subsidiary surviving as a wholly‑owned Volato entity. The board approved the Merger Agreement; the Merger itself is subject to customary closing conditions and several post‑closing stockholder approvals. If closed, Aligned securityholders will receive newly issued Series A and Series A‑1 preferred shares of Volato that are convertible (together with converted options/warrants) into approximately 95% of Volato common stock on an as‑converted, fully diluted basis. At closing Volato expects a management change: Matthew Liotta is expected to resign as CEO, Christopher Ensey to become CEO and board member, and Mark Heinen to remain CFO.

Key Details

• Agreement date: August 25, 2026; press release filed Aug. 26, 2026 (Exhibit 99.1).
• Merger consideration: 1,000 shares of Series A Preferred and 4,000 shares of Series A‑1 Preferred of Volato; overall conversion intended to equal 95% of common stock on an as‑converted, fully diluted basis.
• Landlord warrant: a warrant to the data‑center landlord for shares equal to 1.5% of fully diluted Volato common stock; exercise price $0.0001 per share; redeemable by Volato under specified fair‑value conditions.
• Stockholder approvals planned post‑closing: approval to issue shares on conversion/exercise, election of six directors (five designated by Aligned), amendment to increase authorized common shares, and a company name change.
• Closing conditions include: Aligned stockholder approval (if required), a fairness opinion, termination of Volato’s prior Securities Purchase Agreement, at least $2,950,000 of unrestricted cash at closing, no NYSE American delisting notice, and other customary conditions.
• Options/warrants: Aligned options and warrants will convert into Volato options/warrants; their exercisability requires Volato stockholder approval.

Why It Matters
This is a transformative transaction for retail investors: the Merger would bring an AI/high‑performance computing business into a public shell and result in Aligned securityholders owning roughly 95% of the combined company on a fully diluted basis, plus control of five of six board seats after stockholder approvals. Investors should note the multiple closing and post‑closing approvals required (including shareholder votes to permit conversions and increase authorized shares), the cash and fairness‑opinion conditions, potential dilution from the conversion and landlord warrant, and the planned leadership change. The Merger Agreement is filed as Exhibit 2.1 to the 8‑K for review of full terms.