Volato Group Announces Merger Closing with Alignment Engine; New CEO Appointed

What Happened

• Volato Group, Inc. (SOAR) filed an 8-K reporting that the merger with Alignment Engine Inc. closed on September 11, 2026. The parties amended the merger terms to provide that Aligned securityholders will own 95% of Volato’s Class A common stock on an as-converted, fully diluted basis, based on an Aligned valuation of $500 million and a combined post-closing valuation of $508,502,712. The Board obtained an independent fairness opinion prior to closing. The merger documents also impose a 180‑day lock‑up on the Conversion Shares issued to Aligned securityholders and similar 180‑day lock-ups and voting agreements for Volato directors and officers.
• At closing Volato filed Certificates of Designation creating Series A and Series A‑1 convertible preferred stock that convert into Volato common stock (conversion determined by dividing a stated value of $641.5267 by $0.1537, subject to adjustment). Conversions are subject to a 4.99% beneficial ownership limitation (which a holder may increase up to 9.99% with notice). The preferred shares receive dividends on an as‑converted basis, have no voting rights (subject to Delaware law), and rank senior to common stock on liquidation.
• Volato also closed a fifth tranche under a prior Securities Purchase Agreement, issuing a senior unsecured convertible promissory note for $7.5 million (maturing September 11, 2027) after entering a Waiver Agreement with the investor. Prior tranches issued under the SPA totaled $11.22 million.

Key Details

• Merger closing date: September 11, 2026; Amendment and Restated Amendment clarified valuation and share calculations.
• Aligned securityholders to hold 95% of Volato Class A common stock on an as‑converted, fully diluted basis.
• Convertible note issued Sept 11, 2026: Fifth Tranche Note of $7.5 million, senior unsecured, matures Sept 11, 2027; earlier tranches totaled $11.22 million.
• Lock‑up and voting agreements: 180‑day lock-up on Conversion Shares and on securities held by directors/officers; key stockholders agreed to vote in favor of merger proposals.

Why It Matters

• Ownership and control: The merger immediately shifts economic ownership—Aligned securityholders hold approximately 95% of Volato’s Class A common stock—substantially diluting pre‑existing public holders and changing who benefits from future upside.
• Potential dilution and liquidity: The creation of convertible preferred shares and outstanding convertible notes creates potential future dilution when converted. Lock‑ups (180 days) will limit insider share sales and may constrain near‑term liquidity for large holders.
• Leadership and strategy: CEO Matthew Liotta resigned and Christopher Ensey (current Aligned CEO) was appointed Volato’s CEO and a director, signaling management alignment with the acquired business and potential strategic shift toward Alignment Engine’s AI/HPC datacenter and GPU interconnect focus.
• Financing: The $7.5M note and prior financings provide near‑term capital to support the combined business but also create a debt obligation maturing in one year and conversion features that may further affect capital structure.

Keywords: merger, acquisition, CEO change, convertible note, preferred stock, dilution, lock‑up, quarterly results (not reported).