Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-044456

Filed: 2026-09-28

Period: 2026-09-22

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported):

September 22, 2026

VOLATO

GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41104

86-2707040

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

8050

Freedom Ave NW

North

Canton, OH 44720

(Address

of principal executive offices) (zip code)

844-399-8998

Registrant’s

telephone number, including area code

1954

Airport Road, Suite 124

Chamblee,

GA 30341

(former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class A Common Stock

SOAR

NYSE American LLC

Warrants, each whole

warrant exercisable for one share of Class A common stock at an exercise price of $287.50

SOARW

OTC Markets Group, Inc.

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry Into a Material Definitive Agreement.

September 22, 2026, the Alignment Engine subsidiary (“Aligned”) of Volato Group, Inc. (the “Company”) entered

into a Master Services Agreement (the “MSA”) with a customer, pursuant to which Aligned will provide the customer with dedicated,

single-tenant GPU clusters and access to Aligned’s platform and related services. The two initial orders under the MSA provide

for the phased deployment of dedicated, next-generation AMD GPU infrastructure at Aligned’s AI infrastructure campus in Ohio. The

initial deployment will utilize AMD MI355X GPUs for a 48-month term, with a contractual start date of December 31, 2026. The second deployment

will utilize AMD MI455X GPUs for a 48-month term, with a contractual start date of June 30, 2027. The aggregate contractual value of

the two initial orders is approximately $1.17 billion. Additional orders may be placed under the MSA by the customer or by Aligned on

the customer’s behalf with the customer’s express written authorization.

Unless

earlier terminated, the MSA will continue as long as any orders remain in effect. The MSA provides certain termination rights for both

parties, including, among others, that either party may terminate the MSA or any order for an uncured material breach after written notice

and a 30-day cure period, and either party may terminate the MSA or any order immediately upon certain bankruptcy or insolvency events.

The MSA also contains other customary terms and conditions, including provisions relating to confidentiality, data security, intellectual

property, limitations of liability, and indemnification.

Item 7.01

Regulation FD Disclosure.

September 28, 2026, the Company issued a press release announcing the orders under the MSA. A copy of the press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

The

information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”

for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the

Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward

Looking Statements

This

Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal

securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are

not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking

statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry,

our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management

team’s expectations, hopes, beliefs, intentions or strategies regarding the future, the Company’s business strategy and development

of AI infrastructure, planned GPU, data center and high-performance computing infrastructure deployments, the timing, delivery, acceptance

and operation of customer orders, anticipated contractual payments and prepayments, service-level and performance requirements, anticipated

power, cooling and other infrastructure requirements, the size, growth and future development of the market for AI data center infrastructure,

commercial discussions and future customer agreements, and the Company’s ability to execute its growth strategy. In addition, any

statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “ongoing,” “plan,” “potential,” “predict,” “project,”

“should,” “would,” “will,” or the negative of these terms or other similar expressions, but the absence

of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and

uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those

expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking

statements. These risks include risks relating to agreements with third parties; risks associated with integrating Aligned’s business;

obtaining additional financing; procuring GPUs and other equipment; developing and operating AI infrastructure; obtaining sufficient

power and other infrastructure; satisfying existing or future customer commitments; receiving customer prepayments; meeting delivery,

acceptance, service-level and performance requirements; converting customer discussions into definitive agreements; obtaining any required

approvals; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused

thereby; our ability to continue as a going concern; our ability to maintain the listing of our common stock on the NYSE American LLC;

the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties

or expenditures relating to our business plan; the risk that third-party market size and growth projections prove inaccurate or that

the Company does not benefit from any growth in the market; volatility in the Company’s common stock; and those risks detailed

in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

Forward-looking

statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated September 28, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

September 28, 2026

Volato Group, Inc.

By:

/s/ Mark

Heinen

Name:

Mark Heinen

Title:

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Volato

Group’s Alignment Engine Subsidiary Signs $1.2 Billion in AI Infrastructure Orders with Large AI Customer

Four-Year

Take-or-Pay Orders Include Approximately $133 Million in Contractual Prepayments, Including Approximately $40 Million Due Following Execution

NORTH

CANTON, Ohio – September 28, 2026 – Volato Group, Inc. (NYSE American: SOAR) (“Volato” or the “Company”)

today announced that its Alignment Engine subsidiary has entered into two four-year, take-or-pay orders with a large AI customer, representing

$1.17 billion in aggregate contract value and marking Alignment Engine’s first major customer commitment for its AI infrastructure

platform.

The

orders provide for the phased deployment of dedicated, next-generation AMD GPU infrastructure at Alignment Engine’s AI infrastructure

campus in Ohio. The initial deployment will utilize AMD MI355X GPUs and has a contractual start date of December 31, 2026. A second deployment

will utilize AMD MI455X GPUs and has a contractual start date of June 30, 2027. The deployments will operate as dedicated, single-tenant

GPU clusters, reflecting a commercial model centered on long-term contracted capacity rather than short-term or spot-market GPU demand.

Under

the orders, the customer has committed to approximately $133 million in contractual prepayments, including approximately $40 million

due following execution of the initial order. The remaining prepayments are scheduled in stages based on specified dates and equipment

shipment milestones. The remaining contract value is payable over the four-year terms on a take-or-pay basis, subject to the terms and

conditions of the agreements.

“This

is a transformational commercial milestone for Alignment Engine and an important opportunity to build a long-term relationship with a

large AI customer,” said Chris Ensey, Chief Executive Officer of Volato. “We believe the next phase of AI will be defined

not only by larger models, but by greater choice across models, hardware architectures and deployment environments. As enterprises increasingly

focus on performance, economics and data sovereignty, we believe dedicated AI infrastructure will become increasingly important.”

The

customer deployments are expected to anchor the initial phases of Alignment Engine’s planned Ohio AI infrastructure campus. Under

the orders, the contracted infrastructure will be dedicated to the customer. Alignment Engine is developing the campus to support resource-efficient

AI workloads through an integrated infrastructure model combining power, cooling, next-generation GPU compute and high-performance networking.

The

Company believes AI infrastructure is evolving toward a more diverse ecosystem in which customers may require flexibility in the models

they deploy and greater control over the infrastructure on which those models operate. Open-weight models and a growing range of frontier

models are expanding that choice, while data sovereignty, security and workload portability are becoming increasingly important considerations

for enterprises and governments. Dedicated AI infrastructure is designed to provide customers with greater control over compute environments

and data placement while supporting a broad range of models and inference workloads.

“For

us, the significance goes beyond the $1.2 billion in aggregate contract value,” said Mark Heinen, Chief Financial Officer of Volato.

“These orders demonstrate a model where we can build infrastructure against long-term contracted demand and meaningful customer

cash commitments. As we scale Alignment Engine, that alignment between customer demand and capital deployment is fundamental to how we

intend to grow the business.”

Alignment

Engine intends to use these initial customer deployments as part of its broader plan to develop the foundation for additional customer

capacity at the Ohio campus as the Company expands its AI infrastructure platform.

The

orders and the related master services agreement include delivery, acceptance, service-level and performance requirements and are subject

to their respective terms and conditions.

About

Volato Group, Inc.

Volato

Group, Inc. (NYSE American: SOAR) is an AI infrastructure and software company. Through its Alignment Engine subsidiary, Volato is developing

a powered industrial campus in Ohio into a next-generation AI compute facility, combining data center infrastructure, high-density GPU

compute, high-performance networking and proprietary technology to support energy-efficient AI training, inference and HPC workloads.

Volato also builds operational systems for aviation businesses on Parslee, an autonomous-work platform that combines business context,

shared memory and human-in-the-loop controls, and operates Vaunt, one of the fastest-growing technology-enabled private aviation membership

platforms in the industry.

About

Alignment Engine

Alignment

Engine is an AI infrastructure company developing high-performance computing infrastructure for artificial intelligence, machine learning

and HPC workloads. The company combines powered data center infrastructure, advanced compute, high-performance networking and proprietary

technology to support energy-efficient AI workloads. Alignment Engine is headquartered in Ohio and is developing its campus as a next-generation

AI compute facility.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include

statements regarding the anticipated benefits of the completed merger; the combined company’s business strategy and development

of AI infrastructure; planned GPU, data center and high-performance computing infrastructure deployments; the

timing, delivery, acceptance and operation of customer orders; anticipated contractual payments and prepayments; service-level and performance

requirements; anticipated power, cooling and water efficiency; the size, growth and future development of the market for AI data center

infrastructure; commercial discussions and future customer agreements; and the company’s ability to execute its growth strategy.

Forward-looking

statements can often be identified by words such as “expects,” “anticipates,” “intends,” “plans,”

“believes,” “seeks,” “estimates,” “projects,” “targets,” “would,”

“will,” “should,” “could,” “may,” “potential,” “opportunity”

and the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking

statements are based on current expectations, assumptions, estimates and projections and are not guarantees of future performance or

events. Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of various

risks and uncertainties, including risks associated with integrating Alignment Engine’s business; obtaining additional financing;

procuring GPUs and other equipment; developing and operating AI infrastructure; obtaining sufficient power and other infrastructure;

satisfying existing or future customer commitments; receiving customer payments and prepayments; meeting delivery, acceptance, service-level

and performance requirements; converting customer discussions into definitive agreements; obtaining required stockholder and NYSE American

approvals; maintaining compliance with NYSE American listing standards; the risk that third-party market size and growth projections

prove inaccurate or that the Company does not benefit from any growth in the market; volatility in the Company’s common stock;

and the other risks described in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities

and Exchange Commission.

All

forward-looking statements speak only as of the date they are made. Volato undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor

Contact

Volato

Group, Inc. | 8050 Freedom Ave NW, North Canton, OH 44720 | (844) 399-8998

Media

Contact

community@alignmentengine.com

Alignment

Engine, Inc. | 8050 Freedom Ave NW, North Canton, OH 44720 | (330) 649-6951

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