Volato Group, Inc. (SOAR) has entered into a Common Stock Purchase Agreement with DFU, LLC, providing SOAR with the right, but not the obligation, to sell up to $1 billion of its Class A common stock. The agreement functions as an equity line of credit (ELOC) facility, allowing the company to raise capital at its discretion over a 36-month period. In connection with the agreement, SOAR will issue common and convertible preferred shares to the investor as a commitment fee.
Key Details
- Financing Facility: The agreement, dated October 8, 2026, provides SOAR access to up to $1,000,000,000 in capital by selling newly issued Class A common stock to DFU, LLC over a 36-month investment period.
- Commitment Securities: As consideration, SOAR will issue 3,646,974 common shares and 13,058 shares of newly created Series B Convertible Preferred Stock to the investor. The preferred stock is convertible into an aggregate of 56,528,082 common shares, subject to stockholder approval.
- Share Issuance Limitations: The total number of shares issued under the agreement cannot exceed 19.99% of SOAR's outstanding shares as of the agreement date without obtaining prior stockholder approval. The investor is also subject to a 4.99% beneficial ownership limit.
- New Preferred Stock: SOAR filed a Certificate of Designation to create the Series B Preferred Stock. Conversion of these shares into common stock, as well as their voting rights, are contingent upon receiving stockholder approval.