Alignment Engine takes 95% of Volato in AI merger, plus a $7.5M note
What's the deal? Volato GroupDealroom has a profile for this one. Try Dealroom → has completed its merger with Alignment EngineDealroom has a profile for this one. Try Dealroom →, handing Alignment Engine's securityholders 95% of the combined company on a fully diluted basis. Legacy and other VolatoDealroom has a profile for this one. Try Dealroom → holders share the remaining 5%. The amended agreement assumes a post-closing value of $508.5 million, including $500 million assigned to Alignment Engine.
How the stake breaks down: Alignment Engine's owners received 79,078 Series A preferred shares and 316,312 Series A-1 preferred shares, plus replacement options and warrants. Those securities convert or exercise into 95% of Volato's fully diluted common stock.
Not a cash deal. A separate $7.5 million convertible note went to JAK Opportunities IXDealroom has a profile for this one. Try Dealroom → — but Volato received no fresh cash. The board assigned $7.5 million in fair value to rights the investor surrendered, issuing the note instead of paying cash.
The math to watch. The note matures September 11, 2027 and carries a $0.10 conversion price, implying 75 million shares before any reset — about 1.4 times Volato's 53.63 million common shares outstanding on August 3. That overlaps with the merger stake inside a still-evolving cap table, making the forthcoming pro forma numbers the key document.
What changes. Five of six proposed directors will be designated by Alignment Engine, and Chris Ensey is taking over as chief executive. The merger closed without a shareholder vote because the immediate consideration is preferred stock; converting it requires NYSE American listing approval, shareholder approval for issuances, and more authorized common shares. Volato says it will convene shareholders at least every four months until those approvals come through.
What could go wrong? The $508.5 million figure is a merger calculation, not cash paid or a market quote. Applying 5% to it produces roughly $25.4 million for the non-Alignment slice, against a pre-deal equity value near $10.2 million based on Friday's $0.1908 close. The gap is the bullish reading, but the final common-share count remains conditional.
The operating proof. Alignment Engine's draw is power capacity. Its Ohio campus has 154 megawatts available and a path to 480 megawatts — infrastructure claims that still need to be delivered.
The signal: A troubled public shell absorbing an AI-infrastructure play through a preferred-stock merger reflects how demand for data-centre power is reshaping deal structures. The headline valuation is a starting point, not a verdict — the real story sits in the cap table and the megawatts.
Read more: ts2.tech
Image credit: Generated with Gemini
