{"url_path":"/sec/soar/8-k/2026-09-11/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.**","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":558,"has_tables":true,"body_markdown":"**Item 2.01\nCompletion of Acquisition or Disposition of Assets.**\n\n** **\n\nTo\nthe extent required, the information set forth under the heading “*Merger Agreement Amendment*” in Item 1.01 of this\nCurrent Report on Form 8-K is incorporated by reference into this Item 2.01.\n\n \n\nAs\nconsideration for the Merger and at the effective time of the Merger (the “Effective Time”), all capital stock and other\nsecurities of Aligned, excluding options and warrants, issued and outstanding immediately prior to the Effective Time were converted\ninto the right to receive an aggregate of (i) 79,078 shares of a newly-designated series of non-voting convertible preferred stock, par\nvalue $0.0001 per share, of Volato (the “Series A Preferred Stock”) and (ii) 316,312 shares of a newly-designated series\nof non-voting convertible preferred stock, par value $0.0001 per share, of Volato (the “Series A-1 Preferred Stock” and,\ntogether with the Series A Preferred Stock, the “Merger Consideration Shares”). The Merger Consideration Shares, together\nwith the Volato Options and Warrants (as defined below), are convertible or exercisable, as applicable, into a number of shares of Volato\nCommon Stock equal to 95% of the Volato Common Stock on an as converted and fully diluted basis (the “Conversion Shares”),\nas may be adjusted in accordance with the Merger Agreement to avoid the issuance of any fractional shares.\n\n \n\nThe\nSeries A Preferred Stock and the Series A-1 Preferred Stock are only convertible following (i) approval of the listing of the combined\ncompany on the NYSE American LLC (“NYSE American”), (ii) approval of the conversion of the Series A-1 Preferred Stock into\nshares of Volato Common Stock by Volato’s stockholders (the “Preferred Stock Conversion”), and (iii) effectiveness\nof a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number\nof authorized shares of Volato Common Stock (the “Authorized Shares Amendment”).\n\n \n\nPursuant\nto the Merger Agreement, the Company intends to hold a meeting of stockholders (the “Stockholder Meeting”) to ask its stockholders\nto, among other things, vote upon proposals to: (i) approve the issuance of Volato Common Stock upon the Preferred Stock Conversion and\nupon exercise of the Volato Options and Warrants (the “Stock Issuance Approval”); (ii) elect six members of the board of\ndirectors, consisting of five individuals designated by Aligned and one individual designated by the Company (the “Election of\nDirectors”); (iii) approve the Authorized Shares Amendment; (iv) authorize the Company’s board of directors to change the\nCompany’s name from “Volato Group, Inc.” to a name selected by Aligned (together with the Stock Issuance Approval,\nthe Election of Directors, and the Authorized Shares Amendment, the “Stockholder Approvals”); and (v) approve such other\nmatters as the Company determines to be necessary or appropriate.\n\n \n\nIf,\nprior to the Stockholder Meeting, the Company reasonably believes that (i) it will not have sufficient shares of Volato Common Stock\nrepresented in person or by proxy to constitute a quorum necessary to conduct business at the Stockholder Meeting or (ii) it will not\nreceive proxies sufficient to obtain the required votes for the Stockholder Approvals, then, in each case, the Company will use its commercially\nreasonable efforts to adjourn the Stockholder Meeting one or more times and to obtain the Stockholder Approvals, as further described\nin the Merger Agreement. The Company will hold a meeting of its stockholders at least once every four months until it obtains the Stockholder\nApprovals."}