Volato Group, Inc. (SOAR) has entered into a definitive agreement to merge with Alignment Engine Inc., an AI infrastructure company that develops high-performance computing for AI and machine learning workloads. The transaction is structured as a reverse merger, in which Aligned's securityholders will receive preferred stock convertible into 95% of the combined company's fully diluted equity. The deal will result in a complete strategic and management overhaul, positioning the company to focus on AI infrastructure.
Key Details
- Transaction Structure: Aligned will merge with a wholly-owned subsidiary of Volato. Aligned's securityholders will receive newly issued preferred stock convertible into shares representing 95% of the combined company on a fully-diluted basis.
- Management & Board Changes: At closing, Aligned's CEO, Christopher Ensey, will be appointed CEO of the combined company and join the board. Volato's current CEO, Matthew Liotta, will resign. The new board will consist of five designees from Aligned and one from Volato.
- Post-Merger Rebranding: Volato intends to change its corporate name to a name selected by Aligned following the transaction and required stockholder approvals.
- Closing Conditions: The merger, signed on August 25, 2026, is subject to customary conditions, including Volato having at least $2.95 million in unrestricted cash and terminating a separate securities purchase agreement dated December 4, 2024.