Volato Group, Inc.

false --12-31 0001853070 0001853070 2026-09-04 2026-09-04 0001853070 SOAR:ClassCommonStockMember 2026-09-04 2026-09-04 0001853070 SOAR:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf287.50Member 2026-09-04 2026-09-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 4, 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. Merger Agreement Amendment As previously disclosed, on August 25, 2026, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”), entered into an Agreement and Plan of Merger (as subsequently amended, 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 would 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”). On September 11, 2026, the parties closed the Merger, as more fully described throughout this Current Report on Form 8-K (the “Closing”). As previously disclosed, the Closing was subject to certain customary closing conditions, including the Company receiving a fairness opinion by an independent third party that the merger consideration is fair to the Company’s stockholders. The Company obtained the required fairness opinion prior to the Closing. The Company’s board of directors (“Board”) approved the Merger Agreement and the consummation of the Merger, which was not subject to approval of the Company’s stockholders. Prior to the Closing, on September 4, 2026, the parties entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), pursuant to which the parties clarified that the issuance of the Merger Consideration Shares (as defined below) would result in the Aligned securityholders holding 95% of the Company’s Class A common stock, par value $0.0001 per share (the “Volato Common Stock”), on an as converted and fully diluted basis, and also taking into account the Aligned valuation of $500 million (the “Aligned Valuation”) and the potential issuance of an in-kind dividend by the Company. The Amendment also (i) extended the Drop Dead Date (as defined in the Merger Agreement) from September 4, 2026 to September 11, 2026, and (ii) established that each Aligned securityholder would be subject to a lock-up provision, such that each Aligned securityholder may not sell, offer to sell, or otherwise convey any Conversion Shares (as defined below) for a period of 180 days following the Closing. All other material terms of the Merger Agreement remained unchanged by the Amendment. Additionally, on September 10, 2026, the parties entered into an Amended and Restated Amendment No. 1 to Agreement and Plan of Merger (the “Restated Amendment”), pursuant to which the parties amended and restated the Amendment in its entirety to further clarify the calculation of the merger consideration under the Merger Agreement. Specifically, the Restated Amendment clarified that the Aligned securityholders would hold 95% of the Volato Common Stock, on an as converted and fully diluted basis, assuming that the Company has a combined post-closing valuation of $508,502,712 (after giving effect to the Aligned Valuation) and after giving effect to any shares of Volato Common Stock issued in connection with (i) the resolution and/or settlement of any litigation involving the Company, provided such litigation is threatened or pending as of the Closing, (ii) the grant of equity compensation to the Company’s directors or employees as determined by the Board and the compensation committee of the Board, as applicable, in their sole discretion, and (iii) a potential in-kind dividend, as the Board may reasonably determine in its sole discretion. All other terms of the Merger Agreement and the initial Amendment remain unchanged by the Restated Amendment. The foregoing descriptions of the Merger Agreement and the Restated Amendment do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Restated Amendment, which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Lock-Up Agreement Pursuant to the Merger Agreement, on September 10, 2026, the Company entered into lock-up agreements (the “Lock-Up Agreements”) with each of the directors and officers of the Company (each, a “Locked-Up Party”), effective as of September 11, 2026, with respect to all of the Company’s securities, including any securities paid as dividends or distributions with respect to the such securities or into which those securities are exchanged or converted, held by such Locked-Up Parties (the “Lock-Up Securities”). Pursuant to the Lock-Up Agreements, each Locked-Up Party agreed, except in the case of a Permitted Transfer (as defined in the Lock-Up Agreements), not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, swap, transfer, dispose of or agree to dispose of, directly or indirectly, or otherwise convey any Lock-Up Securities during the period commencing on the date of the Closing and ending 180 days after the Closing. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Lock-Up Agreements, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Voting Agreement On September 10, 2026, the Company entered into stockholder voting and support agreements (the “Voting Agreements”) with each of the directors and officers of the Company (each, a “Key Stockholder”) effective as of September 11, 2026. Pursuant to the Voting Agreements, each Key St