Volato Completes Merger with Alignment Engine, Amends Terms and Locks Up Shares

Volato Group, Inc. has completed its previously announced merger with Alignment Engine Inc. The transaction closed on September 11, 2026, following the receipt of a required fairness opinion from an independent third party. Under the terms of the Agreement and Plan of Merger, all capital stock of Alignment Engine, excluding options and warrants, was converted into preferred stock of Volato at the effective time of the merger.

As consideration for the merger, Alignment Engine securityholders received an aggregate of 79,078 shares of Series A Preferred Stock and 316,312 shares of Series A-1 Preferred Stock. These preferred shares, known as Merger Consideration Shares, are convertible into Volato Class A Common Stock. The conversion is intended to result in Alignment Engine securityholders holding 95% of the Volato Common Stock on an as-converted and fully diluted basis.

On September 4, 2026, the parties amended the Merger Agreement to clarify that the issuance of Merger Consideration Shares would result in the Aligned securityholders holding 95% of the Volato Common Stock, assuming a combined post-closing valuation of $508,502,712. This valuation accounts for the Aligned Valuation of $500 million and potential future issuances of Volato Common Stock related to litigation settlements, equity compensation, or in-kind dividends.

Further amendments on September 10, 2026, established a lock-up period for Alignment Engine securityholders, prohibiting them from selling their Conversion Shares for 180 days following the closing. Additionally, Volato entered into Lock-Up Agreements with its directors and officers, restricting them from selling Volato Common Stock for 180 days after the closing. The company also executed Voting Agreements with these directors and officers, obligating them to vote their shares in favor of the merger proposals.

In a separate transaction, Volato closed on a fifth tranche of a convertible promissory note on September 11, 2026. The company issued a $7,500,000 senior unsecured convertible promissory note to an institutional investor, with maturity set for September 11, 2027. This note was issued in connection with a waiver of certain rights under the original Securities Purchase Agreement.