Opening the filing
8-K
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.
The parties completed the closing of (i) the first tranche on December 4, 2024, in an aggregate original principal amount of $4,500,000, (ii) the second tranche on June 13, 2025, in an aggregate original principal amount of $1,500,000, (iii) the third tranche on July 21, 2025, in an aggregate original principal amount of $3,000,000, and (iv) the fourth tranche closing on October 16, 2025, in an aggregate original principal amount of $2,220,000.
In connection with the closing of the fifth tranche as further described below, the Company and the Buyer entered in a Waiver Agreement on September 11, 2026 (the “Waiver Agreement”), with respect to the waiver of certain rights under the SPA and Fifth Tranche Note (defined below), as further described in the Waiver Agreement. The waivers provide the Company with the ability to imminently execute its intended financing plan to support the Aligned business plan and future growth.
On September 11 2026, the parties consummated the closing of a fifth tranche and the Company issued to the Buyer a senior unsecured convertible promissory note, in an aggregate original principal amount of $7,500,000 (the “Fifth Tranche Note”), under the SPA. The Fifth Tranche Note was issued to the Buyer under the SPA as consideration for the Buyer’s waiver of certain rights under the SPA and Fifth Tranche Note, and matures on September 11, 2027.
The SPA, Waiver Agreement, and Fifth Tranche Note contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, the Buyer represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)). The Company offered and issued the Notes, and will issue any additional Notes, and the shares of Volato Common Stock issuable pursuant to the Notes, in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
The foregoing descriptions of the Fifth Tranche Note and Waiver Agreement do not purport to be complete and are qualified in their entirety by reference to the Fifth Tranche Note and Waiver Agreement, which are filed as Exhibit 4.1 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent required, the information set forth under the heading “ Merger Agreement Amendment ” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
As consideration for the Merger and at the effective time of the Merger (the “Effective Time”), all capital stock and other securities of Aligned, excluding options and warrants, issued and outstanding immediately prior to the Effective Time were converted into the right to receive an aggregate of (i) 79,078 shares of a newly-designated series of non-voting convertible preferred stock, par value $0.0001 per share, of Volato (the “Series A Preferred Stock”) and (ii) 316,312 shares of a newly-designated series of non-voting convertible preferred stock, par value $0.0001 per share, of Volato (the “Series A-1 Preferred Stock” and, together with the Series A Preferred Stock, the “Merger Consideration Shares”). The Merger Consideration Shares, together with the Volato Options and Warrants (as defined below), are convertible or exercisable, as applicable, into a number of shares of Volato Common Stock equal to 95% of the Volato Common Stock on an as converted and fully diluted basis (the “Conversion Shares”), as may be adjusted in accordance with the Merger Agreement to avoid the issuance of any fractional shares.
The Series A Preferred Stock and the Series A-1 Preferred Stock are only convertible following (i) approval of the listing of the combined company on the NYSE American LLC (“NYSE American”), (ii) approval of the conversion of the Series A-1 Preferred Stock into shares of Volato Common Stock by Volato’s stockholders (the “Preferred Stock Conversion”), and (iii) effectiveness of a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Volato Common Stock (the “Authorized Shares Amendment”).
Pursuant to the Merger Agreement, the Company intends to hold a meeting of stockholders (the “Stockholder Meeting”) to ask its stockholders to, among other things, vote upon proposals to: (i) approve the issuance of Volato Common Stock upon the Preferred Stock Conversion and upon exercise of the Volato Options and Warrants (the “Stock Issuance Approval”); (ii) elect six members of the board of directors, consisting of five individuals designated by Aligned and one individual designated by the Company (the “Election of Directors”); (iii) approve the Authorized Shares Amendment; (iv) authorize the Company’s board of directors to change the Company’s name from “Volato Group, Inc.” to a name selected by Aligned (together with the Stock Issuance Approval, the Election of Directors, and the Authorized Shares Amendment, the “Stockholder Approvals”); and (v) approve such other matters as the Company determines to be necessary or appropriate.
The foregoing description of the Certificates of Designation does not purport to be complete and is qualified in its entirety by reference to the form of the Certificates of Designation, which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At Closing, Matthew Liotta resigned as Chief Executive Officer of the Company and the Board appointed Christopher Ensey as the Chief Executive Officer of the Company and a member of the Board. Mr. Ensey will not serve on any committees of the Board. The parties are working to finalize and execute a definitive agreement with respect to Mr. Ensey’s services.
Set forth below is certain information concerning Mr. Ensey’s past employment history, directorships held in public companies, if any, and qualifications for service on the Board. Neither Mr. Ensey nor his immediate family members (within the meaning of Item 404 of Regulation S-K), had or will have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Christopher Ensey has served as Chief Executive Officer of Alignment Engine Inc. since June 2023, where he leads initiatives in AI/HPC datacenter design and GPU interconnect hardware, guiding company strategy, fundraising and market positioning. He has served as a director and Audit Committee member of Datacentrex, Inc. (ticker DTCX), a publicly reporting blockchain and AI technology company, since October 2025, when he joined the board of its predecessor Thumzup Media Corporation (ticker TZUP), continuing as a director after the company became Datacentrex, Inc. in December 2025. From June 2021 to January 2024, Mr. Ensey served as Chief Technical Advisor to Gryphon Digital Mining, Inc. (now American Bitcoin Corp., NASDAQ: ABTC). From 2021 to 2023, he was Founding Partner and Chief Technology Officer of Gulp Data, an AI-driven data valuation platform, where he oversaw engineering and established enterprise partnerships. From 2020 to 2021 he served as Chief Technology Officer of eMed, launching an FDA-authorized digital health platform that scaled to serve millions of users and resulted in six issued patents. From 2019 to 2020 he was Chief Technology Officer of BlueVoyant, where he managed global cybersecurity operations and directed a $45 million budget. Mr. Ensey served as Chief Operating Officer of Riot Blockchain, Inc. (now Riot Platforms, Inc., NASDAQ: RIOT) from January 2018 to September 2018 and as its Interim Chief Executive Officer from September 2018 to February 2019, and previously served