{"url_path":"/sec/soar/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-042429-index.html","accession_number":"0001493152-26-042429","cik":"0001853070","ticker":"SOAR","issuer_name":"Volato Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-042429-index.html","primary_entity_key":"0001853070","primary_entity_name":"Volato Group, Inc."},"word_count":1462,"has_tables":true,"body_markdown":"**Item\n1.01 Entry Into a Material Definitive Agreement.**\n\n \n\n**Merger\nAgreement Amendment**\n\n \n\nAs\npreviously disclosed, on August 25, 2026, Volato Group, Inc., a Delaware corporation (“Volato” or the “Company”),\nentered into an Agreement and Plan of Merger (as subsequently amended, the “Merger Agreement”) with Volato Alignment Merger\nSub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Volato (“Merger Sub”), and Alignment Engine\nInc., a Delaware corporation (“Aligned”), pursuant to which Aligned would merge with and into Merger Sub, with Merger Sub\nsurviving the merger as a wholly-owned subsidiary of Volato (together with all other transactions contemplated by the Merger Agreement,\nthe “Merger”). On September 11, 2026, the parties closed the Merger, as more fully described throughout this Current Report\non Form 8-K (the “Closing”). As previously disclosed, the Closing was subject to certain customary closing conditions,\nincluding the Company receiving a fairness opinion by an independent third party that the merger consideration is fair to the Company’s\nstockholders. The Company obtained the required fairness opinion prior to the Closing. The Company’s board of directors\n(“Board”) approved the Merger Agreement and the consummation of the Merger, which was not subject to approval of the Company’s\nstockholders.\n\n \n\nPrior\nto the Closing, on September 4, 2026, the parties entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”),\npursuant to which the parties clarified that the issuance of the Merger Consideration Shares (as defined below) would result in the Aligned\nsecurityholders holding 95% of the Company’s Class A common stock, par value $0.0001 per share (the “Volato Common Stock”),\non an as converted and fully diluted basis, and also taking into account the Aligned valuation of $500 million (the “Aligned Valuation”)\nand the potential issuance of an in-kind dividend by the Company. The Amendment also (i) extended the Drop Dead Date (as defined in the\nMerger Agreement) from September 4, 2026 to September 11, 2026, and (ii) established that each Aligned securityholder would be\nsubject to a lock-up provision, such that each Aligned securityholder may not sell, offer to sell, or otherwise convey any Conversion\nShares (as defined below) for a period of 180 days following the Closing. All other material terms of the Merger Agreement remained\nunchanged by the Amendment.\n\n \n\nAdditionally,\non September 10, 2026, the parties entered into an Amended and Restated Amendment No. 1 to Agreement and Plan of Merger (the “Restated\nAmendment”), pursuant to which the parties amended and restated the Amendment in its entirety to further clarify the calculation\nof the merger consideration under the Merger Agreement. Specifically, the Restated Amendment clarified that the Aligned securityholders\nwould hold 95% of the Volato Common Stock, on an as converted and fully diluted basis, assuming that the Company has a combined post-closing\nvaluation of $508,502,712 (after giving effect to the Aligned Valuation) and after giving effect to any shares of Volato\nCommon Stock issued in connection with (i) the resolution and/or settlement of any litigation involving the Company, provided such litigation\nis threatened or pending as of the Closing, (ii) the grant of equity compensation to the Company’s directors or employees\nas determined by the Board and the compensation committee of the Board, as applicable, in their sole discretion, and (iii) a potential\nin-kind dividend, as the Board may reasonably determine in its sole discretion. All other terms of the Merger Agreement and the initial\nAmendment remain unchanged by the Restated Amendment.\n\n \n\nThe\nforegoing descriptions of the Merger Agreement and the Restated Amendment do not purport to be complete and are qualified in their entirety\nby reference to the Merger Agreement and the Restated Amendment, which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this\nCurrent Report on Form 8-K and are incorporated herein by reference.\n\n \n\n \n\n \n\n** **\n\n**Lock-Up\nAgreement**\n\n \n\nPursuant\nto the Merger Agreement, on September 10, 2026, the Company entered into lock-up agreements (the “Lock-Up Agreements”) with\neach of the directors and officers of the Company (each, a “Locked-Up Party”), effective as of September 11, 2026, with respect\nto all of the Company’s securities, including any securities paid as dividends or distributions with respect to the such securities\nor into which those securities are exchanged or converted, held by such Locked-Up Parties (the “Lock-Up Securities”). Pursuant\nto the Lock-Up Agreements, each Locked-Up Party agreed, except in the case of a Permitted Transfer (as defined in the Lock-Up\nAgreements), not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, swap, transfer,\ndispose of or agree to dispose of, directly or indirectly, or otherwise convey any Lock-Up Securities during the period commencing on\nthe date of the Closing and ending 180 days after the Closing.\n\n \n\nThe\nforegoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the\nform 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.\n\n \n\n**Voting\nAgreement**\n\n \n\nOn\nSeptember 10, 2026, the Company entered into stockholder voting and support agreements (the “Voting Agreements”) with\neach of the directors and officers of the Company (each, a “Key Stockholder”) effective as of September 11, 2026. Pursuant\nto the Voting Agreements, each Key Stockholder agreed, with respect to the shares of Volato Common Stock held by such Key Stockholder\nprior to the Expiration Date (as defined in the Voting Agreements), to vote such shares of Volato Common Stock in favor of Merger Proposals\n(as defined in the Merger Agreement). To facilitate the Voting Agreement, each Key Stockholder agreed not to assign, sell,\ntransfer, tender, exchange, pledge, hypothecate, create a lien or other encumbrance upon, gift, place in trust, or otherwise dispose\nof the shares of Volato Common Stock held by such Key Stockholder until the Expiration Date.\n\n \n\nThe\nforegoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form\nof the Voting Agreements, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n**Convertible\nNote and Waiver Agreement**\n\n \n\nAs\npreviously disclosed, on December 4, 2024, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional\ninvestor (the “Buyer”). Under the SPA, the Company agreed to issue convertible promissory notes (“Notes”) in\nan aggregate original principal amount of up to $36,000,000, which, once issued, would be convertible into shares of Volato Common Stock.\nThe parties completed the closing of (i) the first tranche on December 4, 2024, in an aggregate original principal amount of $4,500,000,\n(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,\n2025, in an aggregate original principal amount of $3,000,000, and (iv) the fourth tranche closing on October 16, 2025, in an aggregate\noriginal principal amount of $2,220,000.\n\n \n\nIn connection with\nthe closing of the fifth tranche as further described below, the Company and the Buyer entered in a Waiver Agreement on September 11,\n2026 (the “Waiver Agreement”), with respect to the waiver of certain rights under the SPA and Fifth Tranche Note (defined\nbelow), as further described in the Waiver Agreement. The waivers provide the Company with the ability to imminently execute its\nintended financing plan to support the Aligned business plan and future growth.\n\n \n\nOn\nSeptember 11 2026, the parties consummated the closing of a fifth tranche and the Company issued to the Buyer a senior unsecured convertible\npromissory note, in an aggregate original principal amount of $7,500,000 (the “Fifth Tranche Note”), under the SPA. The Fifth\nTranche Note was issued to the Buyer under the SPA as consideration for the Buyer’s waiver of certain rights under the SPA\nand Fifth Tranche Note, and matures on September 11, 2027.\n\n \n\n \n\n \n\n \n\nThe\nSPA, Waiver Agreement, and Fifth Tranche Note contain customary representations, warranties, agreements and conditions to completing\nfuture sale transactions, indemnification rights and obligations of the parties. Among other things, the Buyer represented to the Company,\nthat it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,\nas amended (the “Securities Act”)). The Company offered and issued the Notes, and will issue any additional Notes, and the\nshares of Volato Common Stock issuable pursuant to the Notes, in reliance upon the exemptions from registration contained in Section\n4(a)(2) of the Securities Act and Regulation D promulgated thereunder.\n\n \n\nThe\nforegoing descriptions of the Fifth Tranche Note and Waiver Agreement do not purport to be complete and are qualified in their entirety\nby reference to the Fifth Tranche Note and Waiver Agreement, which are filed as Exhibit 4.1 and Exhibit 10.3, respectively, to this Current\nReport on Form 8-K and are incorporated herein by reference."}