Volato Group closes Alignment Engine merger, Aligned securityholders to hold 95% of SOAR common stock

The merger between Volato Group, Inc. (NYSE American: SOAR) and Alignment Engine Inc. closed September 11, 2026, with Alignment Engine's securityholders set to hold 95% of Volato's Class A common stock on an as-converted, fully diluted basis, assuming a combined post-closing valuation of $508,502,712 after giving effect to Alignment Engine's $500 million standalone valuation. Watch for the board's call on a potential in-kind dividend and the scope of any litigation-linked share issuances, both of which affect the final diluted count.

The amendment trail

Getting to that 95% figure required two rounds of amendment after the original agreement was signed August 25, 2026. Structurally, Alignment Engine merged into Volato Alignment Merger Sub, LLC, a wholly-owned Volato subsidiary, which survives the transaction. Amendment No. 1, dated September 4, extended the drop-dead date from that same day to September 11 and established the 180-day lock-up on Aligned securityholders. The Amended and Restated Amendment, filed September 10, refined the fully diluted count: shares issued for pending litigation settlements, board-approved equity compensation to directors or employees, and any shares tied to a potential in-kind dividend are folded into the denominator before the 95% threshold applies.

Each of those carve-outs rests with the Volato board. The deal did not require a stockholder vote. Volato obtained the required fairness opinion from an independent third party before closing.

Lock-up and structure

Both sides carry the 180-day restriction from the September 11 closing. Lock-Up Agreements bind Volato's directors and officers to that same term, effective at closing. Voting Agreements with those same directors and officers, filed September 10 and effective at closing, add a parallel obligation. Aligned securityholders are locked under the Restated Amendment on identical terms.

Volato Group is incorporated in Delaware, classified as an emerging growth company, and headquartered at 1954 Airport Road, Suite 124, in Chamblee, Georgia. The Class A shares trade on NYSE American under SOAR. SOARW warrants, each exercisable for one share of Class A common stock at $287.50, trade on OTC Markets Group. The 180-day lock-up expiry from the September 11 closing is the next structural date on the calendar.