Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Merger Agreement Amendment

As previously disclosed, on August 25, 2026, Volato Group, Inc., a Delaware corporation ("Volato" or the "Company"), entered into an Agreement and Plan of Merger (as subsequently amended, the "Merger Agreement") with Volato Alignment Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Volato ("Merger Sub"), and Alignment Engine Inc., a Delaware corporation ("Aligned"), pursuant to which Aligned would merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Volato (together with all other transactions contemplated by the Merger Agreement, the "Merger"). On September 11, 2026, the parties closed the Merger, as more fully described throughout this Current Report on Form 8-K (the "Closing"). As previously disclosed, the Closing was subject to certain customary closing conditions, including the Company receiving a fairness opinion by an independent third party that the merger consideration is fair to the Company's stockholders. The Company obtained the required fairness opinion prior to the Closing. The Company's board of directors ("Board") approved the Merger Agreement and the consummation of the Merger, which was not subject to approval of the Company's stockholders.

Prior to the Closing, on September 4, 2026, the parties entered into an Amendment No. 1 to Agreement and Plan of Merger (the "Amendment"), pursuant to which the parties clarified that the issuance of the Merger Consideration Shares (as defined below) would result in the Aligned securityholders holding 95% of the Company's Class A common stock, par value $0.0001 per share (the "Volato Common Stock"), on an as converted and fully diluted basis, and also taking into account the Aligned valuation of $500 million (the "Aligned Valuation") and the potential issuance of an in-kind dividend by the Company. The Amendment also (i) extended the Drop Dead Date (as defined in the Merger Agreement) from September 4, 2026 to September 11, 2026, and (ii) established that each Aligned securityholder would be subject to a lock-up provision, such that each Aligned securityholder may not sell, offer to sell, or otherwise convey any Conversion Shares (as defined below) for a period of 180 days following the Closing. All other material terms of the Merger Agreement remained unchanged by the Amendment.

Additionally, on September 10, 2026, the parties entered into an Amended and Restated Amendment No. 1 to Agreement and Plan of Merger (the "Restated Amendment"), pursuant to which the parties amended and restated the Amendment in its entirety to further clarify the calculation of the merger consideration under the Merger Agreement. Specifically, the Restated Amendment clarified that the Aligned securityholders would hold 95% of the Volato Common Stock, on an as converted and fully diluted basis, assuming that the Company has a combined post-closing valuation of $508,502,712 (after giving effect to the Aligned Valuation) and after giving effect to any shares of Volato Common Stock issued in connection with (i) the resolution and/or settlement of any litigation involving the Company, provided such litigation is threatened or pending as of the Closing, (ii) the grant of equity compensation to the Company's directors or employees as determined by the Board and the compensation committee of the Board, as applicable, in their sole discretion, and (iii) a potential in-kind dividend, as the Board may reasonably determine in its sole discretion. All other terms of the Merger Agreement and the initial Amendment remain unchanged by the Restated Amendment.

The foregoing descriptions of the Merger Agreement and the Restated Amendment do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Restated Amendment, which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.