{"url_path":"/sec/soar/8-k/2026-09-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":399,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02\nUnregistered Sales of Equity Securities.**\n\n** **\n\n**Merger\nConsideration Shares, Options, and Warrants**\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 and the information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference\ninto this Item 3.02.\n\n \n\nIn\naddition to the issuance of the Merger Consideration Shares, at the Effective Time, (i) each option to purchase Aligned common stock\noutstanding immediately prior to the Effective Time was cancelled and converted into the right to receive options to purchase Volato\nCommon Stock and (ii) each warrant to purchase Aligned common stock outstanding immediately prior to the Effective Time was cancelled\nand converted into the right to receive warrants to purchase Volato Common Stock (such options and warrants to purchase Volato Common\nStock collectively, the “Volato Options and Warrants”). The exercisability of the Volato Options and Warrants is subject\nto approval by the Company’s stockholders. Except as otherwise provided in the Merger Agreement, the Volato Options and Warrants\nhave substantially the same terms as the corresponding Aligned options and warrants prior to the Closing. The Volato Options and Warrants\nconstitute a part of the 95% merger consideration described above.\n\n \n\nThe\nCompany offered and issued the Merger Consideration Shares and the Volato Options and Warrants, and will issue the Conversion Shares,\nin reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.\nThe securities were offered and sold without any general solicitation by the Company or its representatives. The securities have not\nbeen registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption\nfrom the registration requirements of the Securities Act. This Current Report on Form 8-K is not an offer to sell or a solicitation of\nan offer to buy any securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation\nor sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.\n\n \n\n**Convertible\nNote**\n\n \n\nTo\nthe extent required, the information set forth under the heading “*Convertible Note and Waiver Agreement*” in Item 1.01\nof this Current Report on Form 8-K is incorporated by reference into this Item 3.02."}