Volato closes Alignment Engine merger, names Christopher Ensey CEO

Volato Group closed its merger with Alignment Engine on September 11, 2026, completing a transaction whose disclosed consideration framework gives Aligned securityholders 95% of Volato’s common stock on an as-converted, fully diluted basis. Christopher Ensey, Aligned’s chief executive, replaced Matthew Liotta as Volato CEO at closing and joined the board.

Merger closes with a new ownership framework

The NYSE American-listed company, which trades under SOAR, reported the completion in its September 11 Form 8-K, accession number 0001493152-26-042429. Volato signed the merger agreement on August 25 with Alignment Engine, known as Aligned, and its wholly owned Volato Alignment Merger Sub. Aligned merged into that subsidiary, which survived as a wholly owned Volato business.

At the effective time, Aligned capital stock and other securities, excluding options and warrants, converted into the right to receive 79,078 shares of Series A non-voting convertible preferred stock and 316,312 shares of Series A-1 non-voting convertible preferred stock.

Those preferred shares, together with Volato options and warrants issued in exchange for Aligned options and warrants, are convertible or exercisable into common stock representing 95% of Volato’s common stock on an as-converted, fully diluted basis, according to the filing. Outstanding Aligned options and warrants were canceled and converted into rights to receive Volato options and warrants.

The amendment narrative references a $500 million Aligned valuation and the potential issuance of an in-kind dividend in describing the consideration framework. That valuation reference is distinct from a cash payment, and the dividend is described as potential.

Volato’s board approved the agreement and its consummation; the transaction did not require Volato stockholder approval. The company said it obtained the required opinion that the merger consideration was fair to Volato stockholders before closing.

Ensey takes the helm

Liotta resigned as CEO at closing, and the board appointed Ensey as chief executive and a director. Ensey will not serve on any board committees. Volato and Ensey were still working to finalize and execute a definitive agreement for his services, according to the filing.

Ensey has led Alignment Engine since June 2023. His biography in the 8-K describes his work on AI and high-performance computing datacenter design and GPU interconnect hardware, alongside responsibility for strategy, fundraising and market positioning. That biography provides context for the incoming leadership’s technology focus.

Fifth-tranche note accompanies waiver

Separately, Volato and an institutional buyer entered a waiver agreement on September 11 and completed the fifth tranche under their December 2024 securities purchase agreement. The senior unsecured convertible promissory note has $7.5 million in original principal and matures September 11, 2027.

The filing says the note was issued as consideration for the buyer’s waiver of certain rights under the purchase agreement and fifth-tranche note. Volato described the waivers as enabling it to imminently execute an intended financing plan supporting Aligned’s business plan and future growth. That description concerns intended financing, rather than confirmation that the plan has been completed.

The purchase agreement permits up to $36 million in aggregate original note principal. Before the fifth tranche, disclosed tranche principals were $4.5 million in December 2024, $1.5 million in June 2025, $3 million in July 2025 and $2.22 million in October 2025. The agreement’s ceiling does not establish that additional tranches have been drawn.