{"filing":{"accession_number":"0001493152-26-042429","cik":"0001853070","ticker":"SOARW","company_name":"Volato Group, Inc.","form":"8-K","filing_date":"2026-09-11","report_date":"2026-09-04","primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1853070/000149315226042429/form8-k.htm"},"events":[{"id":33032,"run_id":30363,"accession_number":"0001493152-26-042429","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Volato completed a merger with Aligned (Alignment Engine Inc.) in which Aligned's capital stock was converted into 79,078 shares of Series A Preferred Stock and 316,312 shares of Series A-1 Preferred Stock of Volato, representing 95% of Volato Common Stock on a fully diluted basis. The transaction involved issuance of merger consideration shares, options, warrants, and convertible preferred stock with specified conversion rights and liquidation preferences.","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36360,"accession_number":"0001493152-26-042429","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 2.01 discloses the completion of a merger in which Aligned's capital stock was converted into 79,078 shares of Series A Preferred Stock and 316,312 shares of Series A-1 Preferred Stock of Volato, representing 95% of Volato Common Stock on a fully diluted basis. The disclosure describes the effective time of the merger, the consideration structure, and conditions precedent to conversion, constituting a material acquisition/change of control event that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36362,"accession_number":"0001493152-26-042429","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 3.02 nominally covers unregistered equity issuances, the substance of this disclosure is the issuance of merger consideration shares, options, and warrants in connection with a merger transaction. The filing explicitly incorporates by reference the \"Merger Agreement Amendment\" from Item 1.01 and merger-related information from Item 2.01, indicating the core event is the merger completion and the equity issuances are merger consideration. The reference to \"Effective Time\" and conversion of Aligned securities into Volato securities confirms this is a merger-related equity issuance, making the primary event a material acquisition/merger activity rather than a standalone dilutive issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36363,"accession_number":"0001493152-26-042429","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a merger closing (the \"Effective Time\") in which Aligned's securities were converted into Merger Consideration Shares and new Series A and Series A-1 Convertible Preferred Stock were created with specific conversion rights and preferences. While Item 3.03 addresses security holder rights, the substance of the disclosure centers on the completion of a material acquisition/merger transaction and the resulting capital structure changes, which is the hallmark of ma_activity. The conversion mechanics, beneficial ownership limitations, and liquidation preferences are ancillary to the core M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36365,"accession_number":"0001493152-26-042429","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 nominally addresses amendments to articles or bylaws, the section explicitly incorporates by reference Items 1.01 and 3.03, which concern material acquisitions and changes of control. The exhibits reveal an \"Amended and Restated Amendment No. 1 to Agreement and Plan of Merger\" dated September 10, 2026, between Volato, a merger subsidiary, and Alignment Engine Inc., along with issuances of convertible preferred stock and convertible notes. This is a material merger transaction that would substantially affect the registrant's capital structure and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":33033,"run_id":30363,"accession_number":"0001493152-26-042429","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Volato created a direct financial obligation through issuance of a convertible note, creating a new debt instrument that affects the registrant's capital structure and dilution risk.","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36361,"accession_number":"0001493152-26-042429","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses creation of a direct financial obligation through a convertible note, with details incorporated from Item 1.01. Convertible notes are debt instruments creating new financial obligations and are typically material to investors assessing the registrant's capital structure and dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":33034,"run_id":30363,"accession_number":"0001493152-26-042429","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Christopher Ensey was appointed as Chief Executive Officer and Board member of Volato, replacing Matthew Liotta who resigned from the CEO position. The appointment of a new chief executive officer is material to investors' assessment of company leadership and strategy.","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36364,"accession_number":"0001493152-26-042429","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses both a departure (Matthew Liotta resigned as CEO) and an appointment (Christopher Ensey appointed as CEO and Board member). While both events occur, the principal disclosed action centers on the appointment of a new CEO with detailed biographical information and qualifications. The appointment of a new chief executive officer is material to investors' assessment of company leadership and strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36360,"accession_number":"0001493152-26-042429","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 2.01 discloses the completion of a merger in which Aligned's capital stock was converted into 79,078 shares of Series A Preferred Stock and 316,312 shares of Series A-1 Preferred Stock of Volato, representing 95% of Volato Common Stock on a fully diluted basis. The disclosure describes the effective time of the merger, the consideration structure, and conditions precedent to conversion, constituting a material acquisition/change of control event that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11"},{"id":36361,"accession_number":"0001493152-26-042429","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 discloses creation of a direct financial obligation through a convertible note, with details incorporated from Item 1.01. Convertible notes are debt instruments creating new financial obligations and are typically material to investors assessing the registrant's capital structure and dilution risk.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11"},{"id":36362,"accession_number":"0001493152-26-042429","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 3.02 nominally covers unregistered equity issuances, the substance of this disclosure is the issuance of merger consideration shares, options, and warrants in connection with a merger transaction. The filing explicitly incorporates by reference the \"Merger Agreement Amendment\" from Item 1.01 and merger-related information from Item 2.01, indicating the core event is the merger completion and the equity issuances are merger consideration. The reference to \"Effective Time\" and conversion of Aligned securities into Volato securities confirms this is a merger-related equity issuance, making the primary event a material acquisition/merger activity rather than a standalone dilutive issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11"},{"id":36363,"accession_number":"0001493152-26-042429","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a merger closing (the \"Effective Time\") in which Aligned's securities were converted into Merger Consideration Shares and new Series A and Series A-1 Convertible Preferred Stock were created with specific conversion rights and preferences. While Item 3.03 addresses security holder rights, the substance of the disclosure centers on the completion of a material acquisition/merger transaction and the resulting capital structure changes, which is the hallmark of ma_activity. The conversion mechanics, beneficial ownership limitations, and liquidation preferences are ancillary to the core M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11"},{"id":36364,"accession_number":"0001493152-26-042429","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses both a departure (Matthew Liotta resigned as CEO) and an appointment (Christopher Ensey appointed as CEO and Board member). While both events occur, the principal disclosed action centers on the appointment of a new CEO with detailed biographical information and qualifications. The appointment of a new chief executive officer is material to investors' assessment of company leadership and strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11"},{"id":36365,"accession_number":"0001493152-26-042429","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 nominally addresses amendments to articles or bylaws, the section explicitly incorporates by reference Items 1.01 and 3.03, which concern material acquisitions and changes of control. The exhibits reveal an \"Amended and Restated Amendment No. 1 to Agreement and Plan of Merger\" dated September 10, 2026, between Volato, a merger subsidiary, and Alignment Engine Inc., along with issuances of convertible preferred stock and convertible notes. This is a material merger transaction that would substantially affect the registrant's capital structure and control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T21:28:09.348667+00:00","company_name":"Volato Group, Inc.","ticker":"SOARW","filing_date":"2026-09-11"}]}